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.
(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
Stock splits do not affect the total number of capital stock, including common 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 certificate of series C. of the 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,
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 the close of business on
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
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) 2
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