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) July 27, 2018 (July 25, 2018)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2018, the Board of Directors (the “Board”) of Nxt-Id, Inc. (the “Company”) appointed Dr. Robert A. Curtis to serve as a new member of the Board, effective July 25, 2018, furthering the Company’s corporate governance and expertise.
Dr. Curtis will also serve as a member of the Company’s Compensation Committee and as a member of the Company’s Nominating Committee.
As a non-employee director of the Company, Dr. Curtis will receive the same standard compensation provided to all non-employee members of the Board. As such, Dr. Curtis will receive $20,000 of the Company’s shares of common stock, par value $0.0001 share, per fiscal quarter.
Dr. Curtis is a 35-year veteran in the biosciences industry. Dr. Curtis currently serves as a consultant to several emerging technology companies. He recently served as the Executive Chairman and Director of the Trudeau Institute in Saranac Lake, NY, and he previously was Chief Executive Officer (CEO) of the Regional Technology Development Corporation, a non-profit organization in Woods Hole, MA, where he was responsible for identifying and commercializing technology from the Marine Biological Laboratory and the Woods Hole Oceanographic Institute.
Dr. Curtis has been a founder and chief executive officer of several companies, including HistoRx, Inc., a tissue proteomics company, Cape Aquaculture Technologies, Inc., which developed enhanced non-genetically modified fish, Lion Pharmaceuticals/Phoenix Drug Discovery LLC, a novel business model to develop and commercialize university-based technology from some of the leading biomedical institutions in the world. He assisted in the founding of Environmental Operating Solutions, Inc., which applied denitrification technology to wastewater with the company being sold in 2017. He was co-founder and chief executive officer of CombiChem, Inc., which was purchased by Dupont Pharmaceuticals. Dr. Curtis also served as founding President and chief executive officer of MetaMorphix, Inc., a joint venture between Genetics Institute, Inc. and The Johns Hopkins School of Medicine.
Prior to these entrepreneurial endeavors, Dr. Curtis held senior management positions at Pharmacopeia, Inc., Cambridge Neuroscience, Inc., and Pfizer, Inc., He also served as Assistant Professor of Pharmacy Practice at the University of Illinois Medical Center in Chicago.
Dr. Curtis holds a BS in Pharmacy from the Massachusetts College of Pharmacy, a Pharm.D. from the University of Missouri, and an MBA from Columbia University.
There are no arrangements or understandings between Dr. Curtis and any other persons pursuant to which he was elected as a director. There are also no family relationships between Dr. Curtis and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events
On July 26, 2018, the Company released a press release (the “Press Release”) announcing the appointment of Dr. Curtis to the Board. A copy of the Press Release is attached hereto as Exhibit 99.1.
Exhibit 99.1 contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release of Nxt-ID, Inc. dated July 26, 2018. |
| 1 |
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: July 27, 2018 | NXT-ID, INC. | |
| By: | /s/ Gino M. Pereira | |
Name: Gino M. Pereira Title: Chief Executive Officer | ||
2
Exhibit 99.1
NXT-ID Appoints Robert A. Curtis to Board of Directors
Bioscience veteran brings 35 years of health care industry experience to the Board
SEBASTIAN, Florida, July 26, 2018 – NXT-ID, Inc. (NASDAQ: NXTD or the “Company”) today announced that Robert A. Curtis, Pharm.D., MBA, has joined its Board of Directors, effective July 25, 2018. Dr. Curtis, a 35-year veteran of the bioscience industry, will add a wealth of health care experience to the Board of Directors.
“Robert a long history of successfully bringing new heath care technologies to market and a deep background within the industry,” said NXT-ID CEO Gino Pereira. “His expertise and insights will be particularly valuable to the Board as we develop and execute strategies to grow our healthcare offerings and expand the market opportunities for that division of our company.”
Dr. Curtis currently serves as a consultant to emerging technology companies and serves on the board or as an advisor to a number of private entrepreneurial companies. He recently served as the Executive Chairman and Director of the Trudeau Institute in Saranac Lake, NY, as well as Chief Executive Officer of the Regional Technology Development Corporation of Cape Cod, MA, where he was responsible for identifying and commercializing technology from the Marine Biological Laboratory and the Woods Hole Oceanographic Institute.
Dr. Curtis has been a founder and CEO of several companies, including HistoRx, Inc., Cape Aquaculture Technologies, Inc., and Lion Pharmaceuticals/Phoenix Drug Discovery LLC. He assisted in the founding of Environmental Operating Solutions, Inc, which applied denitrification technology to wastewater with the company being sold in 2017. He was co-founder of and CEO of CombiChem, Inc., which was purchased by Dupont Pharmaceuticals and served as founding President and CEO of MetaMorphix, Inc., a joint venture between Genetics Institute, Inc. and The Johns Hopkins School of Medicine.
Prior to these entrepreneurial endeavors, Dr. Curtis held senior management positions at Pharmacopeia, Inc., Cambridge Neuroscience, Inc., and Pfizer, Inc. He also served as an Assistant Professor of Pharmacy Practice at the University of Illinois Medical Center in Chicago. Dr. Curtis holds a Bachelor of Science in Pharmacy from Massachusetts College of Pharmacy, a Pharm.D. from University of Missouri, and a Master Business Administration from Columbia University
“I am very pleased to join such as talented Board and look forward to contributing to the strategic direction of the company,” said Curtis. “My goal will be working with the other Board members and management team to leverage NXT-ID’s healthcare and other capabilities to bring value for shareholders.”
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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. NXT-ID Inc. Corporate Contact: info@nxt-id.com. FitPay® and the FitPay® Payment Platform are trademarks of Fit Pay, Inc.
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.
Media Contacts:
Chris Orlando chris@fit-pay.com 1.760.468.7273 |
D. Van Zant press@nxt-id.com 1.800.665.0411 |