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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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SEC FILE NUMBER
000-54960
 
CUSIP NUMBER
67091J107

 

(Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K  ☐ Form 10-Q   ¨ Form 10-D ¨ Form N-SAR ¨  Form N-CSR

 

For Period Ended: December 31, 2015

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended: _________________________________

 

 
Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

 

PART I – REGISTRANT INFORMATION

 

Nxt-ID, Inc.

 

Full Name of Registrant

 

 

 

Former Name if Applicable

 

285 North Drive, Suite D

 

Address of Principal Executive Office (Street and Number)

 

Melbourne, FL 32904

 

City, State and Zip Code

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 (a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒ (b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Qorsubject distribution reporton Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 (c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

 

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

We have experienced delays in completing our consolidated financial statements for the year ended December 31, 2015, because we are engaged in an ongoing review of the treatment relating to certain complex accounting transactions in December 2015 involving certain debt and equity instruments. Therefore, we have not had sufficient time to finalize our consolidated financial statements to be contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. These delays could not be eliminated without unreasonable effort or expense. We expect to file our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 within the time period permitted by Rule 12b-25.

 

As of December 31, 2015, we have identified certain matters that constituted a material weakness in our internal controls over financial reporting. Specifically, we have difficulty in accounting for complex accounting transactions due to an insufficient number of accounting personnel with experience in that area and limited segregation of duties within our accounting and financial reporting functions.

 

In addition, we have been informed by our independent auditors that they plan on including a paragraph in their report of independent registered public accounting firm regarding uncertainty about our ability to continue as a going concern.

 

SEC 1344 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.  

 

PART IV – OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Vincent Miceli   203   266-2103
(Name)   (Area Code)   (Telephone Number)

  

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

Yes x No ¨

 

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

Yes x No ¨

 

  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
  We currently anticipate that we will report an increase in revenue and operating costs and corresponding increase in net loss from operations for the fiscal year ended December 31, 2015 as compared to the fiscal year ended December 31, 2014. We are not able to make a reasonable estimate of the extent of the change at this time, pending completion of our review and finalization of our consolidated financial statements for the year ended December 31, 2015.

 

1

 

  

Nxt-ID, Inc.

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: 3/31/2016   By: /s/ Gino Pereira
        Gino Pereira
        Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

GENERAL INSTRUCTIONS

1.This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
  
2.One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
  
3.A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
  
4.Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
  
5.Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
  
6.Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).