UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 12, 2015 (January 8, 2015)

 

NAC Global Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		000-49655		87-0678927
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4720 Salisbury Road

Jacksonville, FL 32256

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (904) 493-6496

 

n/a

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Private Placement Offering

 

On January 8, 2015, NAC Global Technologies, Inc. (the “Company”) completed a private offering of $100,000 (the “Offering”) with a group of accredited investors (the “Purchasers”) for total gross proceeds to the Company of $100,000 before deducting fees and expenses. Pursuant to a securities purchase agreement with the Purchasers (the “Purchase Agreement”), the Company issued to the Purchasers (i) 3% Original Issue Discount Convertible Promissory Notes (the “Notes”) and (ii) warrants (the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Notes and the Warrants, the “Securities”) of the Company’s common stock, par value, $0.0001 (the “Common Stock”) at an exercise price of $0.63 per share.

 

Notes

 

The Notes are due on the twelve month anniversary of the issuance date (the “Maturity Date”) less any amounts converted prior to the Maturity Date and accrue interest at a rate of 12% on the aggregate unconverted and outstanding principal amount payable in cash on a monthly basis. Beginning August 8, 2015, and continuing on each of the following six (6) successive months thereafter, the Company is obligated to pay 1/6th of the face amount of the Notes and accrued interest. The shares of common stock issuable upon conversion of the Notes shall equal: (i) the principal amount of the Note to be converted (plus accrued interest and unpaid late charges, if any) divided by (ii) $0.50 (the “Original Conversion Price”). The Original Conversion Price for the Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. The 5% Notes may be prepaid in whole or in part at any time upon ten (10) days notice for 125% of the outstanding principal and interest.

 

Warrants

 

The Warrants are exercisable for an aggregate of 21,800 shares of the Company’s Common Stock. The Warrants are exercisable for a period of two years from the original issue date. The exercise price with respect to the Warrants is $0.63 per share. The exercise price for the Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change.

 

The foregoing descriptions of the terms of the Purchase Agreement, the Notes and Warrants are qualified in their entirety by reference to the provisions of the agreements filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Report, which are incorporated by reference herein.

 

Item 3.02 Unregistered Sales of Equity Securities

 

Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.

 

The sale and the issuance of the Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”).  We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
4.1		Form of Promissory Note
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

Date: January 12, 2015	NXT-ID, INC.
	By:	/s/ Vincent Genovese
		Name:  Vincent Genovese Title:    President and Chief Executive Officer

 

 

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