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): August 1, 2017 (July 31, 2017)

 

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)

 

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. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On July 31, 2017, Nxt-Id, Inc. (the “Company”) issued a press release (the “First Press Release”) announcing preliminary financial results for the six months and fiscal quarter ended June 30, 2017.  A copy of the First Press Release is furnished herewith as Exhibit 99.1.

 

The information set forth in Item 2.02 of this Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure

 

On July 31, 2017, the Company issued a second press release (the “Second Press Release”) announcing that the Company would hold an investor webcast on Wednesday, August 2, 2017, to discuss quarterly earnings and provide a corporate update to shareholders. The webcast will be archived and available on the Company’s website for a limited time. A copy of the Second Press Release is furnished herewith as Exhibit 99.2.

 

The information set forth in Item 7.01 of this Form 8-K (including Exhibit 99.2) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange act, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Forward-Looking Statements

 

Exhibits 99.1 and 99.2 each contain forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

Please refer to the cautionary notes in the press releases regarding these forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
Exhibit 99.1		First Press Release dated July 31, 2017
Exhibit 99.2		Second Press Release dated July 31, 2017

 

 

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.

 

	NXT-ID, INC.
Date: August 1, 2017	By:	/s/ Gino M. Pereira
		Name: Gino M. Pereira Title: Chief Executive Officer

 

 

3

Exhibit 99.1

 

 

NXT-ID, Inc. Releases Preliminary Results for the Six Months and Quarter Ended June 30, 2017

 

MELBOURNE, Florida, July 31, 2017 -NXT-ID, Inc. (NASDAQ: NXTD) (“NXT-ID” or the “Company”), a security technology company, announces selected preliminary results for the Six Months and Quarter Ended June 30, 2017.

 

Second Quarter and Six Month Highlights:

 

	●	Revenue for the first six months of 2017 was approximately $14.3 million compared to $80,795 for the same period in previous year.
	●	Revenue for Q2 2017 was approximately $7.6 million compared to $38,493 for the same period in previous year and approximately $6.7 million for Q1 2017.

 

●

Gross profit for the first six months of 2017 was approximately $7.3 million compared to a gross loss of $(58,374) for the same period in previous year.

 

●

Gross profit for Q2 2017 was approximately $3.8 million compared to a gross loss of $(25,251) in Q2 2017 and a gross profit of $3.5 million for Q1 2017.

 

●

Operating expenses were approximately $5.5 million for the first six months of 2017 compared to $4.6 million for the same period in previous year.

 

●

Operating expenses were approximately $3.0 million in Q2 2017 compared to $2.3 million in Q2 2016. Operating expenses were approximately $2.5 million in Q1 2017.

 

●

Operating income for the first six months of 2017 was approximately $1.8 million compared to an operating loss of $(4.6) million for the same period in previous year.

 

●

Operating income for Q2 2017 was approximately $0.7 million compared to an operating loss of $(2.3) million in Q2 2016. The operating income in Q1 2017 was approximately $1.1 million.

 

“Our second quarter results for 2017 show continued growth following the significant progress we reported in Q1 2017,” said Gino Pereira, Chief Executive Officer of NXT-ID. “LogicMark continues to perform strongly and flye card deliveries to World Ventures continued at a strong pace as they have increased their distribution of the flye card. Revenues from Q2 included minimal revenues from FitPay and we anticipate that consistent revenues from FitPay will commence in Q4 2017. Expenses for the six months and Q2 2017 increased due to increased overhead from the FitPay acquisition. After a successful first half of 2017 we are looking forward to the rest of the year with continued growth from our existing business and new capabilities from FitPay coming to market”.

 

 

Preliminary Results

 

The results provided in this press release are preliminary and subject to completion of NXT-ID’s financial statements for the quarter and six months ended June 30, 2017 in conjunction with the Company’s Form 10-Q filing for the same period, and therefore they are subject to change.  NXT-ID intends to report final results for the quarter and six months ended June 30, 2017 on or about August 15, 2017, after market close.

 

About NXT- ID, Inc.

 

NXT-ID, Inc. (NASDAQ: NXTD) provides a comprehensive platform of technology products and services that enable the Internet of Things (IoT). With extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization and sensor technologies, NXT-ID develops and markets groundbreaking solutions for payment and IoT applications. Its industry-leading technology products and solutions include MobileBio®, a suite of biometric solutions that secure consumers’ mobile platforms, the Wocket™, a next-generation smart wallet and the Flye, a digital credit card developed in collaboration with WorldVentures.

 

NXT-ID includes three mobile and IoT-related subsidiaries: LogicMark, LLC, a manufacturer and distributor of non-monitored and monitored personal emergency response systems (“PERS”) sold through dealers/distributors and the United States Department of Veterans Affairs; Fit Pay, Inc., a proprietary technology platform that delivers end-to-end solutions to device manufacturers for contactless payment capabilities, credential management, authentication and other secure services within the IoT ecosystem, and 3D-ID LLC, which is engaged in biometric identification and authentication. Learn more about NXT-ID at www.nxt-id.com.

 

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

 

Media:

Chris Orlando

chris.orlando@nxt-id.com

 

D. Van Zant

+1-800-665-0411

press@nxt-id.com

 

 

 

 

Exhibit 99.2

 

 

News Release

 

NXT-ID Inc. Schedules Earnings Investor Webcast to Discuss Second Quarter and Six Month Highlights

 

MELBOURNE, Florida, July 31, 2017 /PRNewswire/ --

 

NXT-ID, Inc. (NASDAQ: NXTD) (“NXT-ID” or the “Company”), a security, authentication and payment technology company announces that it will host an investor webcast on Wednesday, August 2, 2017 to discuss quarterly earnings and provide a corporate update to shareholders.  

 

Following management’s discussion, there will be a Q&A session with several Wall Street analysts.

 

The investor webcast will be held at 4:15 ET after market close. To participate please sign up at http://edge.media-server.com/m/p/pvsa9zi8. The webcast will be archived and available at this address for a limited time and will also be available on the company’s website following the event.

 

About NXT-ID, Inc. 

 

NXT-ID, Inc. (NASDAQ: NXTD) provides a comprehensive platform of technology products and services that enable the Internet of Things (IoT). With extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization and sensor technologies, NXT-ID develops and markets groundbreaking solutions for payment and IoT applications. Its industry-leading technology products and solutions include MobileBio®, a suite of biometric solutions that secure consumers’ mobile platforms, the Wocket™, a next-generation smart wallet and the Flye, a digital credit card developed in collaboration with WorldVentures.  

 

NXT-ID includes three mobile and IoT-related subsidiaries: LogicMark, LLC, a manufacturer and distributor of non-monitored and monitored personal emergency response systems (“PERS”) sold through dealers/distributors and the United States Department of Veterans Affairs; Fit Pay, Inc., a proprietary technology platform that delivers end-to-end solutions to device manufacturers for contactless payment capabilities, credential management, authentication and other secure services within the IoT ecosystem, and 3D-ID LLC, which is engaged in biometric identification and authentication. Learn more about NXT-ID at http://www.nxt-id.com.

 

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

 

Media:
Chris Orlando
chris.orlando@nxt-id.com

 

D. Van Zant
+1-800-665-0411
press@nxt-id.com

 

SOURCE NXT-ID, Inc.