Nxt-ID, Inc. (Form: 8-K, Received: 02/24/2022 06:06:44)

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): February 24, 2022 (February 21, 2022)

Nxt-ID, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36616		46-0678374
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nxt-ID, Inc.

2801 Diode Lane

Louisville, KY 40299

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (502) 442-7911

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):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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. ☐

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 per share		NXTD		The Nasdaq Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 21, 2022, the board of directors (the “Board”) of Nxt-ID, Inc., a Delaware corporation (the “Company”), pursuant to its powers under the Company’s bylaws, appointed Sherice R. Torres as a member of the Board, thereby increasing the Board membership count to six (6). Ms. Torres will serve as a director until the next annual meeting of the Company’s stockholders, at which time she will stand for election until the annual meeting of the Company’s stockholders following her election, or her earlier resignation, retirement or other termination of service.

There are no arrangements or understandings between Ms. Torres and any other persons pursuant to which she was named as a director of the Company and Ms. Torres is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Torres is expected to serve on the Board’s audit committee, compensation committee and corporate governance and nomination committee.

On February 23, 2022, the Company issued a press release announcing the appointment of Ms. Torres to the Board, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release, dated February 23, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 24, 2022	Nxt-ID, Inc.

	By:	/s/ Chia-Lin Simmons
	Name:	Chia-Lin Simmons
	Title:	Chief Executive Officer

Exhibit 99.1

NXT-ID ANNOUNCES APPOINTMENT OF SHERICE TORRES

TO COMPANY’S BOARD OF DIRECTORS

Torres brings top tech global marketing and brand strategy experience to help the company with its mission to transform care technology

Louisville, Ky., Feb. 23, 2022 – NXT-ID, Inc. (NASDAQ: NXTD), provider of personal emergency response systems (PERS), health communications devices and IoT technology, today announces the appointment of Sherice Torres to the company’s board of directors. Torres, who currently serves as the Chief Marketing Officer for Circle Internet Financial, LLC (Circle), brings nearly 30 years of marketing, brand management, strategic planning and change management for companies like Google and Meta (formerly Facebook) to her board role.

NXT-ID is working on reinventing care technology for seniors, veterans and other loved ones so they can live confidently and independently at home for as long as possible. The company is working to bring innovation to the personal emergency response (PERS) category to provide smarter lifestyle technology and a more customized user experience.

Torres brings a wealth of marketing knowledge and experience to NXT-ID as the company strives to transform the PERS sector. Prior to her executive leadership role with Circle, she served as the Chief Marketing Officer for Novi, a fintech division of Meta/Facebook. Torres also held several senior marketing roles at Google focusing on social responsibility, child and family products, Google Pay and Google Shopping. She also spent nearly 15 years at Nickelodeon leading teams focused on consumer products, strategic planning, digital video and paid apps. Torres started her career in change management with Deloitte Consulting.

Torres is a member of several non-profit organizations focusing on advancing professional opportunities for women and people of color. She has been recognized for her leadership and community service by several organizations including the National Diversity Council, Black Enterprise Magazine and Crain’s Business. Torres earned an MBA in Marketing & Strategic Planning from Stanford University and an undergraduate degree from Harvard University.

“I’m honored to join NXT-ID’s board of directors and look forward to working with the team to help them grow, evolve and deliver innovative care technology to improve people’s lives,” said Torres. “As Boomers age, we are going to see a huge shift in who and how people are going to interact with technology. I have no doubt NXT-ID will be leading the way and developing tech solutions that will help people feel empowered, connected and safe each day.”

In the U.S.,10,000 people turn 65 every day, and the number of older adults will double over the next several decades, representing more than 23% of the population by 2050. PERS will play a critical role as many people want to age gracefully and live independently at home for as long as possible.

“We’re thrilled to welcome Sherice to our board. Not only is her background impressive, the insight and ideas she brings to the table will be extremely valuable as we take NXT-ID into this next chapter and work to bring important innovation to the industry,” said Chia-Lin Simmons, NXT-ID's Chief Executive Officer. “We look forward to having her expertise as we carry out our mission and vision going forward.”

NXT-ID’s affordable, reliable emergency response IoT devices keep over half a million loved ones safe every day. Currently, the company offers devices that can be used at home (Freedom Alert) or on-the-go (Guardian 911) allowing people in an emergency to connect to caretakers and/or call 911.

About NXT-ID
NXT-ID, Inc. (NASDAQ: NXTD) provides personal emergency response systems (PERS), health communications devices and IoT technologies to create a connected care platform. The company’s devices give people the ability to receive care at home and confidence to age in place. LogicMark LLC, a division of NXT-ID, revolutionized the PERS industry by incorporating two-way voice communication technology directly into its medical alert pendant and providing this life-saving technology at a price point that everyday consumers could afford. NXT-ID’s PERS technologies are sold through the United States Veterans Health Administration and dealers/distributors. The company was recently awarded a contract by the U.S. General Services Administration that enables the company to distribute its products to federal, state and local governments. For NXT-ID corporate information, contact: info@nxt-id.com.

Cautionary Statement Regarding Forward Looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect NXT-ID's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding NXT-ID's successful execution of its business strategy. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to NXT-ID or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to NXT-ID and are subject to a number of risks, uncertainties, and other factors that could cause NXT-ID's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

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