Item 8.01 Other Events.
On January 4, 2021, Nxt-ID, Inc. (the "Company") received a letter (the
"Letter") from the Office of General Counsel of The Nasdaq Stock Market LLC
("Nasdaq") confirming that the Company has regained compliance with the minimum
bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid
Price Rule") as required by the Nasdaq Hearing Panel's (the "Panel") decision
dated September 16, 2020, and is in compliance with other applicable
requirements as required for listing on Nasdaq. Accordingly, the Panel has
determined to continue the listing of the Company's shares of common stock, par
value $0.0001 per share (the "Common Stock"), on Nasdaq and is closing this
matter.
The Panel has determined to impose a monitoring period (the "Monitor Period"),
pursuant to Listing Rule 5815(d)(4)(A). During the Monitor Period, which lasts
until July 5, 2021, the Company shall notify the Panel, in writing, in the event
of a closing bid price below $1.00 on any trading day, and in the event the
Company falls out of compliance with any other applicable listing requirement.
Should the Company evidence a closing bid price of under $1.00 for 30
consecutive trading days at any point during the Monitor Period, the Panel (or a
newly convened Panel if the initial Panel is unavailable) will provide written
notice to the Company that it will promptly conduct a hearing with regards to
this deficiency. The Company will have the opportunity to respond and present to
the Panel as provided by Listing Rule 5815(d)(4)(A). The Company's securities
may at that time be delisted from Nasdaq. In the event that the Company fails to
comply with any other requirement for continued listing during the Monitor
Period, the Company will be provided written notice of the deficiency and an
opportunity to present a definitive plan to the Panel to regain compliance. The
Panel will thereafter render a determination with respect to the Company's
continued listing on Nasdaq. The Company will not be permitted to provide
Nasdaq's Listing Qualifications Department a plan of compliance with respect to
any deficiency that arises during the Monitor Period, and Nasdaq's Listing
Qualifications Department will not be permitted to grant additional time for the
Company to regain compliance with respect to any deficiency.
In addition, on January 5, 2021, the Company issued a press release with regard
to the Letter. The Company also announced that it has cancelled its Special
Meeting of Stockholders that was scheduled to be held on January 15, 2021. As a
result of regaining compliance with the Minimum Bid Price Rule, the Company no
longer currently needs authorization to effect a reverse stock split of the
Company's outstanding shares of Common Stock at this time. The press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking
statements. Forward-looking statements include, but are not limited to,
statements that express the Company's intentions, beliefs, expectations,
strategies, predictions or any other statements related to the Company's future
activities, or future events or conditions. These statements are based on
current expectations, estimates and projections about the Company's business
based, in part, on assumptions made by its management. These statements are not
guarantees of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in the
forward-looking statements due to numerous factors, including those risks
discussed in the Company's Annual Report on Form 10-K, and in other documents
that the Company files from time to time with the Securities and Exchange
Commission. Any forward-looking statements speak only as of the date on which
they are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date of
this Form 8-K, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Nxt-ID, Inc. dated January 5, 2021
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