Item 8.01 Other Events.
On July 14, 2020, Nxt-ID, Inc., a Delaware
corporation (the “Company”), closed a registered direct offering (the “Offering”) of (i) an aggregate of
3,778,513 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”); (ii) pre-funded warrants to purchase up to an aggregate of 734,965 shares of Common Stock (the “Pre-Funded
Warrant Shares”) at an exercise price of $0.01 per share, subject to customary adjustments thereunder (the “Pre-Funded
Warrants”); (iii) warrants, with a term of five (5) years exercisable immediately upon issuance, to purchase an aggregate
of up to 1,579,718 shares of Common Stock (the “Registered Warrant Shares”) at an exercise price of $0.50 per share,
subject to customary adjustments thereunder (the “Registered Warrants”); and (iv) warrants, with a term of five and
one-half (5.5) years first exercisable six (6) months after issuance, to purchase an aggregate of up to 3,750,000 shares of Common
Stock (the “Unregistered Warrant Shares”) at an exercise price of $0.65 per share, subject to customary adjustments
thereunder (the “Unregistered Warrants”), for gross proceeds of $1,864,517.76, before deducting any offering expenses.
The Company intends to use the net proceeds from this Offering for working capital, new product initiatives and other general corporate
purposes.
As previously disclosed in the Company’s
Current Report on Form 8-K filed on July 10, 2020 with the U.S. Securities and Exchange Commission (the “SEC”), as
amended on July 13, 2020, on July 10, 2020, the Company entered into a securities purchase agreement with two (2) accredited investors
(“Investors”) providing for the issuance of the Shares, the Pre-Funded Warrants, the Registered Warrants and the Unregistered
Warrants (the “Purchase Agreement”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Registered
Warrants and the Registered Warrant Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-228624),
which was initially filed with the SEC on November 30, 2018 and was declared effective on December 12, 2018 (the “Shelf Registration
Statement”). The Company filed the prospectus supplement to the Shelf Registration Statement with the SEC on July 13, 2020.
Pursuant to the Purchase Agreement, the Unregistered Warrants were issued to the Investors in a concurrent private placement transaction
pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder.
This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions,
beliefs, expectations, strategies, predictions or any other statements related to the Company’s 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 its 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 that the Company files from time to time with the SEC. Any forward-looking
statements speak only as of 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 Current Report on Form 8-K, except as required by law.