Current Report Filing (8-k)
10 May 2019 - 6:25AM
Edgar (US Regulatory)
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)
May 9, 2019 (May 3, 2019)
Nxt-ID, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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000-54960
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46-0678374
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Nxt-ID, Inc.
1627 U.S. Highway 1
Unit 206
Sebastian, FL 32958
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 company
☐
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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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NXTD
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The Nasdaq Stock Market LLC
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Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2019, LogicMark, LLC (“LogicMark”),
a Delaware limited liability company and wholly-owned subsidiary of Nxt-ID, Inc. (the “Company”), entered into a senior
secured credit agreement (the “Senior Secured Credit Agreement”) with certain institutional investors (each, a “Lender”
and collectively, the “Lenders”), and an administrative agent and a collateral agent for the Lenders.
In connection with the Senior Secured Credit
Agreement, the Lenders agreed to make a term loan in an aggregate principal amount of $16.5 million (the “Term Loan”).
The key features of the Term Loan include: (a) an interest rate of LIBOR + 11.00%; (b) a maturity date of three (3) years after
closing; and (c) a three (3)-year term with minimum principal payments amortized over 96 months.
Item 8.01 Other Events.
On May 7, 2019, the Company also issued a press
release announcing the closing of the Term Loan. A copy of the press release is attached hereto as Exhibit 99.1.
Forward-Looking
Statements
This Report contains
forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions.
These statements are based on current expectations, estimates and projections about the Company’s business based, in part,
on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed
or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s
Annual Report on Form 10-K, and in other documents the Company files from time to time with the Commission. Any forward-looking
statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date of this report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: May 9, 2019
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NXT-ID, INC.
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By:
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/s/ Gino M. Pereira
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Name: Gino M. Pereira
Title: Chief Executive Officer
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