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.
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