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):December 20, 2017(December 19, 2017)
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.
285 North Drive
Suite D
Melbourne, FL 32934
(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) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyþ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 19, 2017, and effective as of November 29, 2017, Nxt-ID, Inc. (the “Company”) entered into an agreement with the holders of the convertible notes and common stock purchase warrants issued pursuant to that certain Securities Exchange Agreement dated as of November 29, 2016 (the “Amendment Agreement”). Pursuant to the Amendment Agreement, the parties agreed to amend the maturity dates of the notes by one year or November 29, 2018. The Company previously reported the execution of the Securities Exchange Agreement, Exchange Notes and certain related ancillary agreements in a Current Report on Form 8-K filed on November 30, 2016.
In consideration for the extension, the Company issued to the holders, an aggregate of 387,000 restricted shares of common stock. No other terms of the Exchange Notes were modified.
| Item 3.02 | Unregistered Sale of Equity Securities |
The information set forth in Item 1.01 hereof is incorporated herein by reference.
The issuance of the restriction shares in consideration for the extension of the maturity was made in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| Exhibit 99.1 | Form of Extension and Forbearance Agreement Dated December 19, 2017 |
| 1 |
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: December 20, 2017 | NXT-ID, INC. | |
| By: | /s/ Gino M. Pereira | |
Name: Gino M. Pereira Title: Chief Executive Officer | ||
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