Breaking #Payment
News- Nxt-ID, Inc. (NASDAQ: $NXTD) Announces Filing of Form 10 Registration
Statement for Planned Spin-Off of its Payments Business
SEBASTIAN, Florida, April
30, 2019 – (Investorideas.com Newswire) 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.
Read this in full at https://www.investorideas.com/CO/NXT/news/2019/04301Form10-PaymentsBusiness.asp
“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
+1-760-468-7273
D. Van Zant
+1-800-665-0411
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