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The following is an excerpt from a S-1/A SEC Filing, filed by NXT-ID, INC. on 2/4/2013.
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NXT-ID, INC. - S-1/A - 20130204 - SELLING_SHAREHOLDERS

SELLING STOCKHOLDERS

 

A total of up to 1,076,000 shares may be offered by certain stockholders who purchased shares of our common stock in connection with our private placement from August 2012 to January 2013.

 

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The table below sets forth:

 

· The name of each of the selling stockholders;

 

· The number of shares of common stock beneficially owned by each of the selling stockholders as of January 25, 2013 ;

 

· The maximum number of shares of common stock that may be offered for the account of the selling stockholders under this prospectus; and

 

· The number of shares of common stock that would be owned by the selling stockholders after completion of the offering, assuming a sale of all of the common stock that may be offered by this prospectus (assuming a sale of all of the common stock that may be offered by this prospectus, each of the selling stockholders beneficially owning shares after the offering would own less than 1% of outstanding shares).

 

No material relationships exist between any of the selling stockholders and us, except as identified in the footnotes to this table nor have any such material relationships existed within the past three years. None of the selling stockholders are members of the Financial Industry Regulatory Authority (FINRA), or affiliates of such members, except as noted in the footnotes below.

 

Beneficial ownership is determined under the rules of the SEC and includes investment power with respect to common stock. The number of shares beneficially owned by a person includes shares of common stock underlying warrants, stock options and other derivative securities to acquire our common stock held by that person that are currently exercisable or convertible within 60 days after January 25, 2013 . The shares issuable under these securities are treated as outstanding for computing the percentage ownership of the person holding these securities, but are not treated as outstanding for the purposes of computing the percentage ownership of any other person.

 

All expenses incurred with respect to the registrant of the offering by the selling stockholders of these shares of common stock (other than transfer taxes) will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling stockholders in connection with the sale of such shares.

 

The common stock beneficially owned by the selling stockholders has been determined in accordance with the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. All information contained in the table below is based upon information provided to us by the selling stockholders and we have not independently verified this information. The selling stockholders are not making any representation that any common stock covered by this prospectus will be offered for sale. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the common stock covered hereby.

 

Except as indicated below, the selling stockholders are not the beneficial owners of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities.

 

We may require the selling stockholders to suspend the sales of common stock offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

 

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Beneficial Ownership

Prior to this Offering

 

Beneficial Ownership

After Offering

           
Name of Selling Stockholder Number of Shares Percentage Number of Shares being Offered Number of Shares Percentage
           
Mack Ramachandran 2,000 0% 2,000 0 0%
           
Catherine Marino 2,000 0% 2,000 0 0%
           
Caroline Straty 2,000 0% 2,000 0 0%
           
Noah Kraft 2,000 0% 2,000 0 0%
           
Bowman Hallagan 2,000 0% 2,000 0 0%
           
Kelsea Verdi (1 ) 2,000 0% 2,000 0 0%
           
Michelle Verdi (1 ) 2,000 0% 2,000 0 0%
           
Chad Verdi, Jr. (1) 2,000 0% 2,000 0 0%
           
Chad Verdi (1) 802,000 4% 802,000 0 0%
           
Thomas DeNuncci, Jr. 2,000 0% 2,000 0 0%
           
Danielle Corsa 2,000 0% 2,000 0 0%
           

Anthony Verdi,

Jr. (2)

2,000 0% 2,000 0 0%
           
Samuel Eilertsen 2,000 0% 2,000 0 0%
           
Robert Curtis (3) 2,000 0% 2,000 0 0%
           
Donna Curtis (3) 2,000 0% 2,000 0 0%
           
The Wahl-Chung Family Trust 2,000 0% 2,000 0 0%
           
MTHT IRA, LLC (4) 100,000 0.5% 100,000 0 0%
           
Martin McCann 4,000 0% 4,000 0 0%
           
ECON US Inc. (5) 120,000 0.6% 120,000 0 0%
           
David West 20,000 0% 20,000 0 0%
           
TOTAL 1,076,000 5.1% 1,076,000 0 0%

 

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(1) Chad Verdi and Michelle Verdi are husband and wife. They have two children, Kelsea Verdi and Chad Verdi, Jr. Kelsea Verdi has attained the age of majority and does not reside with her parents. Chad Verdi, Jr. has attained the age of majority, but currently resides at the same address as his parents.
(2) Anthony Verdi, Jr. is the brother of Chad Verdi.
(3) Robert Curtis and Donna Curtis are husband and wife.
(4) MTHT IRA, LLC is controlled by Matthew Rich.
(5) The beneficial owner of ECON US Inc. is Dawn Van Zant.
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