UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)July 30, 2015
Nxt-ID, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-54960 | | 46-0678374 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
Nxt-ID, Inc.
288 Christian Street
Oxford, CT 06478
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(203) 266-2103
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 8.01. Other Events
On July 30, 2015, Nxt-ID, Inc. (the “Company”) commenced a public offering for the sale of shares of the Company’s common stock (the “Shares”). The purchasers of the Shares are expected to enter into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company. The Company also commenced a private placement for the sale of warrants to purchase shares of the Company’s common stock and in connection with the purchase of the warrants, the purchasers are expected to execute a registration rights agreement (the “Registration Rights Agreement”). A copy of the form of Securities Purchase Agreement, the form of warrant, and the form of Registration Rights Agreement are filed with this Current Report on Form 8-K as Exhibit 10.1, 4.1, and 10.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 4.1 | | Form of Warrant |
| | | |
| 10.1 | | Form of Securities Purchase Agreement |
| | | |
| 10.2 | | Form of Registration Rights Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 30, 2015 | NXT-ID, INC. |
| | | |
| | By: | /s/ Gino M. Pereira |
| | | Name: Gino M. Pereira Title: Chief Executive Officer |
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