UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 7, 2016 (September 1, 2016)
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) |
EXPLANATORY NOTE
This Amendment No. 1 to Current Report on Form 8-K/A (this “First Amendment”) corrects information disclosed in Current Report on Form 8-K, filed on September 2, 2016 (the “Original Form 8-K”) relating to voting results from the Annual Meeting of Stockholders of Nxt-ID, Inc. (the “Company”) held on September 1, 2016 (the “Annual Meeting”). The sole purpose of this First Amendment is to disclose the correct number of shares that were present at the Company’s Annual Meeting in person or by proxy.
The disclosures contained herein do not reflect events, results or developments that have occurred since the filing of the Original Form 8-K, or modify or update those disclosures contained in the Original Form 8-K. This First Amendment should be read in conjunction with the Original Form 8-K and the Company’s other filings made with the Commission subsequent to the Original Form 8-K, including any amendments to those filings.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
As previously disclosed in the Original Form 8-K, as of the record date for the Annual Meeting, 61,605,091 shares (the “Record Shares”) were outstanding and entitled to vote at the Company’s Annual Meeting. The Original Form 8-K incorrectly reported that 41,017,374 of the Record Shares were present at the Annual Meeting in person or by proxy, which number of Record Shares still constituted a quorum. The actual number of the Records Shares that were present at the Annual Meeting in person or by proxy was 51,585,888, thus not impacting the presence of a quorum at the Annual Meeting.
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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: September 7, 2016 | NXT-ID, INC. | |
| By: | /s/ Gino M. Pereira | |
Name: Gino M. Pereira Title: Chief Executive Officer | ||
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