SEBASTIAN, Florida,
April 30, 2019 /PRNewswire/ --
Nxt-ID, Inc. (NASDAQ: NXTD) today announced that a Form 10
Registration Statement was filed with the U.S. Securities and
Exchange Commission in connection with the planned spin-off of its
payments, authentication and credential management business (the
"Payments Business"). The Form 10 Registration
Statement is used to register a class of securities that are
intended to be traded publicly and is subject to review and
approval of the Securities and Exchange Commission.
"This filing marks an important next step in the planned
spin-off of our Fit Pay, Inc. ("Fit Pay") subsidiary and our
payments business," said Chief Executive Officer Gino Pereira. "The spin-off will create two
independent companies focused on delivering significant ongoing
value to our shareholders within their respective markets."
Nxt-ID (or the "Company") previously announced that it intends
to separate its payments, authentication and credential management
business into an independent company and distribute those shares
to Nxt-ID shareholders through the execution of a
spin-off, which it believes will qualify as a tax-free
distribution. Immediately following the
transaction, Nxt-ID shareholders, who own shares
of Nxt-ID on the spin-off Record Date, which has not yet
been announced, will own shares of both companies. The new company,
PartX, Inc. ("PartX"), will include the assets acquired in
the May 2017 business combination with Fit Pay,
Inc. as well as the payment, authentication and credential
management assets the Nxt-ID developed previously.
"This spin-off will enable both companies to execute business
plans that leverage their core strengths and to present clear,
well-defined value proposition for our shareholders, partners and
customers," said Michael Orlando,
COO of Nxt-ID, president of Fit Pay, Inc. and incoming Chief
Executive Officer of PartX, Inc. "This more singular focus, along
with a more concentrated and efficient use of resources, will fully
empower both companies to maximize shareholder value."
The Company believes the spin-off will provide a number of
benefits, including: (1) enhanced strategic and management
focus on the core business and growth of each company;
(2) more efficient capital allocation, direct access to
capital and expanded growth opportunities for each company;
(3) improved investor understanding of the business strategy
and operating results of each company; and (4) enhanced
investor choice by offering investment opportunities in separate
entities.
PartX, Inc.
The new company, PartX, will include the payment, authentication
and credential management assets of Nxt-ID and Fit
Pay, Inc, including Fit Pay's Token Requester Platform, which
enables cardholders to securely add their payment credentials to
devices that are integrated with Fit Pay's token management
solution. The Platform allows device manufacturers, merchants,
banks and any other entities making digital transactions to offer
their customers a safe and convenient payment experience. FitPay is
one of the first successfully commercialized token requestor
service providers to be integrated with the major payment card
networks.
PartX's core capabilities also include the development of
payment and authentication devices that leverage NFC (near field
communication), cryptocurrency, and blockchain technology. It is
currently developing secure, connected devices that are focused on
digital payments and loyalty programs, which will be distributed
through partnerships and offered direct to consumers. The assets of
the new company will include a portfolio of payment, authentication
and blockchain technology patents that have been filed by or issued
to Nxt-ID and Fit Pay.
Nxt-ID and LogicMark
Assets associated with Nxt-ID's healthcare
subsidiary, LogicMark, LLC, will remain with the Company along
with the assets under 3D-ID, LLC. LogicMark produces a range of
products within the personal emergency response system (PERS)
market. The Company has differentiated itself by offering
non-monitored products, which only require a one-time purchase
price, instead of a recurring monthly contract, offering a
significant value proposition over monitored solutions.
Transaction Details
The registration statement may be accessed
at www.sec.gov under the name PartX, Inc., the new
corporate name for the parent company of the Payments Business. The
registration statement provides information regarding the business,
strategy, and historical financial results of PartX, as well as
further details on the anticipated terms of separation and
distribution and tax matters agreements between Nxt-ID and PartX in
connection with the planned spin-off. PartX expects to update its
registration statement in subsequent amendments as additional
information is finalized prior to the spin-off.
The spin-off of this business is subject to final approval by
the Nxt-ID Board of Directors, execution of transition services and
assignment agreements, arrangement of financing facilities, the
effectiveness of the registration statement, and other customary
conditions. The separation will not require a shareholder vote and
is expected to be completed in the second quarter of 2019. PaxtX
has applied to list on the OTCQB of the OTC Markets Group Inc.
Following the spin-off, Nxt-ID will continue to trade on the Nasdaq
Capital Market under the symbol "NXTD."
About Nxt-ID, Inc.
Nxt-ID, Inc. (NASDAQ: NXTD) provides a comprehensive
platform of technology products and services that enable the
Internet of Things (IoT). With extensive experience in access
control, biometric and behavior-metric identity verification,
security and privacy, encryption and data protection, payments,
miniaturization and sensor technologies, Nxt-ID develops and
markets groundbreaking solutions for payment and IoT applications.
Its industry-leading technology products and solutions include
MobileBio®, a suite of biometric solutions that secure consumers'
mobile platforms, the Wocket™, a next-generation smart wallet and
the Flye, a digital credit card developed in collaboration with
WorldVentures.
Nxt-ID includes three mobile and IoT-related subsidiaries:
LogicMark, LLC, a manufacturer and distributor of non-monitored and
monitored personal emergency response systems ("PERS") sold through
dealers/distributors and the United States Department of Veterans
Affairs; Fit Pay, Inc., a proprietary technology platform that
delivers end-to-end solutions to device manufacturers for
contactless payment capabilities, credential management,
authentication and other secure services within the IoT ecosystem,
and 3D-ID LLC, which is engaged in biometric identification and
authentication. Learn more about Nxt-ID at www.nxt-id.com. Fit
Pay and the Fit Pay Payment Platform are the sole property of Fit
Pay, Inc. For Nxt-ID Inc. corporate information contact:
info@nxt-id.com
Forward-Looking Statements for Nxt-ID: 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, our ability to establish and maintain the proprietary
nature of our technology through the patent process, as well as our
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.
There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated
by such forward-looking statements, including whether the planned
spin-off of the payments business is completed, as expected or at
all, and the timing of any such spin-off; whether the conditions to
the spin-off can be satisfied; whether the operational, marketing
and strategic benefits of the spin-off can be achieved; whether the
costs and expenses of the spin-off can be controlled within
expectations; and general market and economic conditions. The
foregoing sets forth many, but not all, of the factors that could
cause actual results to differ from our expectations in any
forward-looking statement. Investors should consider this
cautionary statement, as well as the risk factors identified in our
periodic reports filed with the SEC, when evaluating our
forward-looking statements.
Media Contacts:
Chris Orlando
chris.orlando@nxt-id.com
+1-760-468-7273
D. Van Zant
+1-800-665-0411
press@nxt-id.com
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SOURCE NXT-ID, Inc.