NXT-ID, INC. : significant modification of the rights of security holders, modifications of the articles of association or regulations; Change of fiscal year, submission of questions to a securityholder vote, financial statements and supporting documents (Form 8-K)

Item 3.03 Significant Change in Rights of Securityholders.

The information in Section 5.03 below is incorporated by reference in this Section 3.03.

Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.

At October 15, 2021, Nxt-ID, Inc. (the “Company”), acting pursuant to an authorization received at a special meeting of its shareholders on October 15, 2021 (the “Special Assembly”), filed with the Secretary of State for Delaware state
(i) a certificate of amendment (the “Charter Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), which effects a one-for-ten consolidation of shares (the “Consolidation of ordinary shares “) of all outstanding ordinary shares of the Company, par value $ 0.0001 per share (the “Common Shares”); and (ii) a certificate of amendment (the “Series C Certificate of Amendment”) to its Series C Non-Convertible Designations, Preferences and Rights Certificate (“Series C Designations Certificate”). C “), which – the ten-fold stock split (the” Series C stock split “and, along with the common stock split, the” reverse stock splits “) of all shares outstanding of the Company’s Series C Non-Convertible Voting Preferred Shares, par value $ 0.0001 per share (the “Series C Preferred Shares”), and which increases the declared value of the Series C Preferred Shares by $ 1,000 per share at $ 10,000 per share. Pursuant to each of the Charter Amendment and the Series C Certificate of Amendment, each of the stock splits will be effective from 5:30 p.m. EST to
October 15, 2021. Following the stock splits, all ten (10) common shares will be exchanged for one (1) common share and all ten (10) Series C preferred shares will be exchanged for one (1) unit of the preferred shares of series C.

Stock splits do not affect the total number of capital shares, including common shares and Series C preferred shares, that the Company is authorized to issue, which will remain as indicated in accordance with the certificate of incorporation. and C Series certificate of designations, respectively. Fractional shares will not be issued in connection with stock splits, of which all post-split common shares and Series C preferred shares will be rounded to the nearest whole number of such shares. The Reverse Stock Splits will also have a proportional effect on all other convertible preferred shares, options and warrants of the Company outstanding on the effective date of the Reverse Stock Splits. The new CUSIP number for common shares is 67091J 404.

The Company’s transfer agent, Stock Transfer, LLC, acts as the exchange agent for the Common Share Split and will issue instructions to registered shareholders regarding the exchange of certificates for Common Shares. The Company acts as the trading agent for the Series C Reverse Stock Split.

The summary of the Charter amendment and the Series C amendment certificate does not claim to be complete and is qualified in its entirety by reference to the full text of the charter amendment and the Series C amendment certificate, of which copies are attached to this Report on Form 8-K (this “Report”) as Exhibits 3.1 (i) (a) and 3.1 (i) (b), respectively.

Item 5.07 Submission of Matters to the Vote of Securityholders

At October 15, 2021, the Company held the special meeting. Below you will find the two proposals that were voted on during the Special Meeting and the votes of the shareholders on each of these proposals, as certified by the election inspector for the Special Meeting. These proposals are described in more detail in the declaration of definitive power of attorney in Annex 14A that the company has filed with the United States Securities Commission to September 17, 2021.

At the close of business on September 16, 2021, as of the recording date of the special meeting, there were a total of 88,308,523 common shares issued, outstanding and eligible to vote, a total of 2,000 Series C preferred shares issued, outstanding and eligible to vote , and a total of 173,333 Series F convertible preferred shares par value $ 0.0001 per share, issued, outstanding and entitled to vote (collectively, the “Voting Shares”). The shareholders holding a total of 60,511,524 shares with voting rights were present at the special meeting, in person or represented by proxy, this number constituting the quorum.


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Proposal 1 – The shareholders of the Company have approved the proposal to amend the certificate of incorporation to effect an outstanding stock split of all outstanding common shares at a ratio between one to three and one to ten, as determined by the Board of Directors of the Company (the “Board”) at its sole discretion (“Proposal No. 1”). The final results of the vote on proposal 1 were as follows:



   For        Against    Abstain
53,994,053   6,389,219   128,252




Proposal 2 – The shareholders of the Company have approved the proposal to amend the Series C designation certificate to (i) effect a reverse stock split of all outstanding Series C preferred shares at the same ratio that the Board chooses for the reverse stock split of its Common shares described in Proposition 1 and (ii) increase the declared value of the Series C preferred shares by the same amount as the ratio of the Series C share split (“Proposition No. 2 ”). The final results of the vote on Proposal 2 were as follows:


   For        Against    Abstain
54,080,154   6,215,552   215,818




Item 8.01


At October 15, 2021, the Company has issued a press release announcing the results of the vote of the Special Meeting and of each of the Consolidation of Shares, a copy of which is attached to this report as Exhibit 99.1.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits



3.1(i)(a)     Certificate of Amendment to Certificate of Incorporation of Nxt-ID,
            Inc.
3.1(i)(b)     Certificate of Amendment to the Certificate of Designations,
            Preferences and Rights of Series C Non-Convertible Voting Preferred
            Stock of Nxt-ID, Inc.
99.1          Press release, dated October 15, 2021.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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