SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 2019 (September 13, 2019)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Commission File Number)||(IRS Employer|
1627 U.S. Highway 1
Sebastian, FL 32958
(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))|
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001||NXTD||The Nasdaq Stock Market LLC|
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.
(b) On September 13, 2019, Gino M. Pereira notified Nxt-ID, Inc. (the “Company”) that he was resigning from his positions as the President and Chief Executive Officer of the Company, and as chairman and a member of the board of directors of the Company (the “Board”), effective immediately.
(c)(d) In connection with this transition, on September 17, 2019, the Board appointed Vincent S. Miceli, the Company’s Vice President and Chief Financial Officer, to the roles of President and Chief Executive Officer, as well as a member of the Board, effective September 17, 2019. Mr. Miceli will perform the services and duties that are normally and customarily associated with the President and Chief Executive Officer positions, as well as other duties as the Board reasonably determines.
Biographical information for Mr. Miceli has previously been disclosed in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on April 1, 2019.
There are no arrangements or understandings between Mr. Miceli and any other persons pursuant to which he was appointed as President and Chief Executive Officer of the Company and as a member of the Board. There are also no family relationships between Mr. Miceli 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 9.01 Financial Statements and Exhibits
|99.1||Press Release of Nxt-ID, Inc., dated September 18, 2019.|
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 18, 2019||Nxt-ID, Inc.|
|By:||/s/ Vincent S. Miceli|
Name: Vincent S. Miceli
Title: Chief Executive Officer
Nxt-ID, Inc. names Vincent S. Miceli as new Chief Executive Officer
SEBASTIAN, Florida, Sept. 18, 2019 (GLOBE NEWSWIRE) -- Nxt-ID, Inc. (NASDAQ: NXTD) (the “Company”), a provider of healthcare devices and services, announced today that Gino M. Pereira has resigned from his roles as Chief Executive Officer, President, director and chairman of the Company’s board of directors on September 13, 2019. The Company’s board of directors has appointed the Company’s current Chief Financial Officer, Vincent S. Miceli, as Chief Executive Officer, President and a director.
Mr. Miceli said, “I am excited to be taking over the leadership of this business. Now that we have successfully overseen the divesture of the payments business, I am looking forward to leading the Company during its next phase of development.” Continued Mr. Miceli, “I am grateful to the Board for their support and confidence while we work together to refocus the Company and its mission.”
About Nxt- ID, Inc.
Nxt-ID, Inc. (NASDAQ: NXTD) provides technology products and services for healthcare applications. The Company has extensive experience in access control, biometric and behavior-metric identity verification, security and privacy, encryption and data protection, payments, miniaturization and sensor technologies. Through its subsidiary LogicMark LLC, Nxt-ID, Inc. is a manufacturer and distributor of non-monitored and monitored personal emergency response systems sold through dealers/distributors and the United States Department of Veterans Affairs; Learn more about Nxt-ID, Inc. at www.nxt-id.com. For Nxt-ID Inc. corporate information contact: firstname.lastname@example.org.
Forward-Looking Statements for Nxt-ID, Inc.: 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, the Company’s ability to establish and maintain the proprietary nature of its technology through the patent process, as well as its 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.
Vincent S. Miceli