UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
| Nxt-ID, Inc. |
| (Name of Issuer) |
| Common Stock, par value $.0001 per share |
| (Title of Class of Securities) |
| 67091J206 |
| (CUSIP Number) |
| May 6, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. 67091J206 | ||
|
1. Names of Reporting Persons.
Red Oak Partners, LLC |
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| 2. Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ (b) ¨ |
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| 3. SEC Use Only | ||
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4. Citizenship or Place of Organization. Florida |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 |
|
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6. Shared Voting Power 1,533,719 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive Power 1,533,719 |
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,533,719 |
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. Percent of Class Represented by Amount in Row (9) 5.1% |
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12. Type of Reporting Person (See Instructions) OO |
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13G
| CUSIP No. 67091J206 | ||
|
1. Names of Reporting Persons.
The Red Oak Fund, LP |
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| 2. Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ (b) ¨ |
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| 3. SEC Use Only | ||
|
4. Citizenship or Place of Organization. Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 |
|
|
6. Shared Voting Power 1,079,431 |
||
|
7. Sole Dispositive Power 0 |
||
|
8. Shared Dispositive Power 1,079,431 |
||
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,079,431 |
||
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
||
|
11. Percent of Class Represented by Amount in Row (9) 3.6% |
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12. Type of Reporting Person (See Instructions) PN |
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13G
| CUSIP No. 67091J206 | ||
|
1. Names of Reporting Persons.
The Red Oak Long Fund, LP |
||
| 2. Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ (b) ¨ |
||
| 3. SEC Use Only | ||
|
4. Citizenship or Place of Organization. Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 |
|
|
6. Shared Voting Power 454,288 |
||
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7. Sole Dispositive Power 0 |
||
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8. Shared Dispositive Power 454,288 |
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 454,288 |
||
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
||
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11. Percent of Class Represented by Amount in Row (9) 1.5% |
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12. Type of Reporting Person (See Instructions) PN |
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13G
| CUSIP No. 67091J206 | ||
|
1. Names of Reporting Persons.
David Sandberg |
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| 2. Check the Appropriate Box if a Member of a Group | ||
| (a) ¨ (b) ¨ |
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| 3. SEC Use Only | ||
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4. Citizenship or Place of Organization. United States |
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power 0 |
|
|
6. Shared Voting Power 1,533,719 |
||
|
7. Sole Dispositive Power 0 |
||
|
8. Shared Dispositive Power 1,533,719 |
||
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,533,719 |
||
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
||
|
11. Percent of Class Represented by Amount in Row (9) 5.1% |
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|
12. Type of Reporting Person (See Instructions) IN |
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13G
CUSIP No. 67091J206
ITEM 1.
(a) Name of issuer:
Nxt-ID, Inc. (the “Issuer”)
(b) Address of Issuer's Principal Executive Offices:
288 Christian Street, Hangar C 2nd Floor
Oxford, CT 06478
ITEM 2.
| (a) | The names of the persons (the “Reporting Persons”) filing this Statement (this "Statement") are David Sandberg, the controlling member of Red Oak Partners, LLC, a Florida limited liability company ("Red Oak Partners"), which serves as the general partner of The Red Oak Fund, LP (the "Red Oak Fund"), a Delaware limited partnership, and The Red Oak Long Fund, LP (the “Red Oak Long Fund”), a Delaware limited partnership (“Red Oak Fund” together with "Red Oak Long Fund", the "Funds"). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. Each of the Reporting Persons hereto disclaims beneficial ownership with respect to any shares other than the shares owned directly by such filer. |
| (b) | The principal office or business address of the Red Oak Fund, Red Oak Long Fund, Red Oak Partners, and David Sandberg is 95 S. Federal Hwy, Suite 201, Boca Raton, FL 33432. |
| (c) | David Sandberg is a citizen of the United States. |
| (d) | This Statement relates to Common Stock, $.0001 par value, of the Issuer. |
| (e) | The CUSIP Number of the Shares of the Issuer is 67091J206. |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J) | |
| (k) | ¨ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
Red Oak Partners may be deemed to beneficially own 1,533,719 shares of Common Stock which includes: 1,079,431 shares of Common Stock that Red Oak Fund may be deemed to beneficially own and 454,288 shares of Common Stock that Red Oak Long Fund may be deemed to beneficially own.
Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 1,533,719 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.
| (b) | Percent of class: |
With respect to David Sandberg and Red Oak Partners, 5.1% of Common Stock. With respect to the Red Oak Fund, 3.6% of Common Stock. With respect to the Red Oak Long Fund, 1.5% of Common Stock.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
0
| (ii) | Shared power to vote or to direct the vote |
With respect to David Sandberg and Red Oak Partners, LLC, 1,533,719 shares of Common Stock.
| (iii) | Sole power to dispose or to direct the disposition of |
0
| (iv) | Shared power to dispose or to direct the disposition of |
With respect to David Sandberg and Red Oak Partners, LLC, 1,533,719 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
| (a) | Not applicable. |
| (b) | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Dated: May 18, 2020 | ||
| By: | /s/ David Sandberg | |
| Name: | David Sandberg | |
| RED OAK PARTNERS, LLC | ||
| By: | /s/ David Sandberg | |
| Name: | David Sandberg | |
| Title: | Managing Member | |
| THE RED OAK FUND, L.P. | ||
| By: | RED OAK PARTNERS, LLC, | |
| its general partner | ||
| By: | /s/ David Sandberg | |
| Name: | David Sandberg | |
| Title: | Managing Member | |
| THE RED OAK LONG FUND, L.P. | ||
| By: | RED OAK PARTNERS, LLC, | |
| its general partner | ||
| By: | /s/ David Sandberg | |
| Name: | David Sandberg | |
| Title: | Managing Member | |