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) October 9, 2015 (October 5, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 5, 2015, the board of directors (the “Board”) of Nxt-ID, Inc. (the “Company”) appointed Stanley E. Washington (the “New Director”) as a member of the Board, increasing the number of members of the Board from four to five. The New Director will hold office until the next annual general meeting of our shareholders or until removed from office in accordance with the Company’s bylaws.
Stanley E. Washington, 51, has been a business leader in the financial services industry for over 25 years. Currently, as Founder and Chief Executive Officer of Pantheon Business Consulting (“PBC”) he manages a strategic business development firm which focuses on partnering fast growing small and mid-sized companies in emerging categories with large strategic partners and providing senior leadership teams with innovative thought leadership concepts aimed at increased revenue generation, consumer program activation and diverse strategic supplier partnership development for the building of long-term shareholder growth and profitability.
Prior to PBC, Mr. Washington spent 17 years as an executive at American Express and was Regional Vice President and General Manager of the Western United States operating as the region’s senior business leader where he managed American Express’ U.S. Commercial Card Division overseeing the Account Development Organization, including sales and operational support across multiple industries, to more than 260 U.S. based companies, representing over $300 billion in annual corporate revenue. Mr. Washington held numerous positions within the company, including Regional Vice President and General Manager of the American Express Establishment Services Division where he was responsible for over $50 billion in annual charge volume, managing all merchant account relationships, cardmember marketing, sponsorships and advertising to more than one million American Express merchant business locations throughout the Western States and Micronesia. During his tenure he was also responsible for American Express’ penetration into several key industries, including entertainment, gaming, restaurant, wine, ski and luxury hotels.
Mr. Washington’s extensive experience in advising companies and years of executive management give him the qualifications and skills to serve as a director of our Company.
Family Relationships
There are no family relationships between any of the Company’s directors or officers and the New Director.
Related Party Transactions
PBC was engaged by the Company as a business consultant pursuant to an engagement letter, dated October 5, 2015 (the “Engagement Letter”). In connection with the Engagement Letter, PBC will focus on (i) providing the Company with strategic business partner development services to increase the Company’s penetration with payment service providers and (ii) increasing the Company’s competitive market position by building a robust consumer platform focused on growth of the Company’s MobileBio products. The term of PBC’s engagement with the Company is from October 12, 2015 to November 11, 2016 with two (2) one (1)-year options to renew. Pursuant to the Engagement Letter, the Company will pay PBC a retainer of $10,000 per month for the first two (2) months and $8,000 per month thereafter. PBC is also entitled to receive up to 155,000 shares of common stock of the Company (the “Common Stock”), which the Company shall register on Form S-8 or other applicable registration form (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) within six (6) months from the date of the Engagement Letter, as follows: (w) 80,000 shares of Common Stock on the effective date of the Registration Statement; (x) 25,000 shares of Common Stock upon the per share trading price of the Common Stock equaling or exceeding $1.50 per share for a period of any twenty (20) trading days within any sixty (60)-day trading period on or before the first anniversary of the effective date of the Registration Statement; (y) 25,000 shares of Common Stock upon the per share trading price of the Common Stock equaling or exceeding $2.00 per share for a period of any twenty (20) trading days within any sixty (60)-day trading period on or before the first anniversary of the effective date of the Registration Statement; and (z) 25,000 shares of Common Stock upon the per share trading price of the Common Stock equaling or exceeding $2.50 per share for a period of any twenty (20) trading days within any sixty (60)-day trading period on or before the first anniversary of the effective date of the Registration Statement.
Director Compensation
The New Director will receive the director compensation paid to non-employee directors as disclosed on the Company’s Annual Report on Form 10-K, filed with the SEC on March 6, 2015.
| Item 8.01 | Other Events. |
On October 7, 2015, the Company issued a press release that announced the appointment of Mr. Washington as a member of the Board. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 8.01 (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 7, 2015 |
| 2 |
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: October 9, 2015 | NXT-ID, INC. | |
| By: | /s/ Gino M. Pereira | |
Name: Gino M. Pereira Title: Chief Executive Officer | ||
| 3 |
| EXHIBIT INDEX |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 7, 2015 |
4
Exhibit 99.1
NXT-ID, Inc. Announces Stanley E. Washington, 17 Year Veteran at American Express, Joins Board
Company
Build’s its Team of Financial Services and Retail Experts to Maximize Wocket Smart
Wallet’s Disruptive Technology
OXFORD, CT, October 7, 2015 -- NXT-ID, Inc. (NASDAQ:NXTD) ("NXT-ID" or the "Company"), a biometric authentication company focused on the growing mobile commerce market and creator of the Wocket® smart wallet announces Mr. Stanley E. Washington, former long- term executive at American Express has been appointed to its Board of Directors.
Mr. Washington is recognized as a key business leader in the financial services industry with over 25 years’ experience. Currently, as Founder and Chief Executive Officer of Pantheon Business Consulting (PBC) he manages a strategic business development firm which focuses on partnering fast growing small & mid-sized companies in emerging categories with large strategic partners; providing senior leadership teams with innovative thought leadership concepts aimed at increased revenue generation, consumer program activation and diverse strategic supplier partnership development for the building of long-term shareholder growth and profitability.
Prior to PBC Stan spent 17 years as an executive at American Express and was Regional Vice President and General Manager of the Western United States operating as the region’s senior business leader where he managed American Express’ U.S. Commercial Card Division overseeing the Account Development Organization including sales and operational support across multiple industries, to more than 260 U.S. based companies, representing over $300 billion in annual corporate revenue.
During his career at American Express he held numerous positions within the company including Regional Vice President and General Manager of the American Express Establishment Services Division where he was responsible for over $50 billion in annual charge volume, managing all merchant account relationships, card member marketing, sponsorships and advertising to more than one million American Express merchant business locations throughout the Western States and Micronesia. During his tenure he was also responsible for American Express’ penetration into several key industries including Entertainment, Gaming, Restaurant, Wine, Ski and Luxury Hotels.
Gino Pereira, Chief Executive Officer, said,” Stan’s expertise, experience and connections in the financial payment space perfectly compliment the outstanding retail expertise that William Fields, former CEO of Wal-Mart Retail Stores Division, brings to NXT-ID. Together we have a formidable team to maximize the opportunities for Wocket Smart Wallet and other disruptive technologies that we will be bringing to market in the near future.”
Mr. Stanley E. Washington said, “I’m excited to be joining the Board of NXT-ID at a time when there is so much disruption and opportunity in the payment space. I believe that the Company’s technologies are well suited to the future direction of mobile payments and that I can be a catalyst for those efforts.”
Wocket® is the smartest wallet you'll ever own. Designed to protect your identity and replace your old wallet, simply swipe and save your cards into Wocket once and they are immediately secured with pin and biometric voice print technology. Without ever needing a smartphone, you can choose a card from the touch screen and Wocket programs its single, smart card (Wocket Card) to match your selection. From there, you just swipe as you normally would virtually anywhere that credit cards are accepted today.
All your credit, debit, loyalty, gift, ID, membership, insurance, medical information, passwords, and virtually any other information can be protected on Wocket®.
Buy Wocket® at www.wocketwallet.com
See the full Wocket® FAQ at: http://wocketwallet.com/pages/faq
Product images are available for media at: http://press.nxt-id.com
About NXT- ID Inc. - Mobile Security for a Mobile World: (NXTD)
NXT-ID, Inc.'s innovative MobileBio® solution mitigates consumer risks associated with mobile computing, m-commerce and smart OS-enabled devices. The company is focused on the growing m-commerce market, launching its innovative MobileBio® suite of biometric solutions that secure consumers' mobile platforms led by Wocket®; a next generation smart wallet designed to replace all the cards in your wallet, no smart phone required. Wocket was recognized as one of the top technology products at CES 2015 by multiple media outlets including Wired.com. The Wocket works most anywhere credit cards are accepted and only works with your biometric stamp of approval or passcode. http://www.wocketwallet.com/
NXT-ID’ wholly owned subsidiary, 3D-ID LLC, is engaged in biometric identification and has 22 licensed patents in the field of 3D facial recognition http://www.nxt-id.com/, http://3d-id.net/
Forward-Looking Statements for NXT-ID: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the successful execution of the Company's business strategy. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company's ability to implement its long range business plan for various applications of its technology; the Company's ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company's technology; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.
NXT- ID Inc Contact:
Corporate info: info@nxt-id.com
Investors:
investors@nxt-id.com
Media:
D. Van Zant
800 665-0411
press@nxt-id.com