Filing Details

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )¹

 

Nxt-ID, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67091J206

(CUSIP Number)

September 16, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

	1		NAME OF REPORTING PERSON
				BLR Partners LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,425,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,425,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,425,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.8%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				BLRPart, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,425,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,425,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,425,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.8%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				BLRGP Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,425,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,425,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,425,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.8%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Fondren Management, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,425,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,425,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,425,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.8%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				FMLP Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,425,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,425,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,425,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				4.8%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Bradley L. Radoff
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,800,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,800,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,800,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.1%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

 

Nxt-ID, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1627 U.S. 1, Unit 206

Sebastian, Florida 32958

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by BLR Partners LP, a Texas limited partnership (“BLR Partners”), BLRPart, LP, a Texas limited partnership (“BLRPart GP”), BLRGP Inc., a Texas S corporation (“BLRGP”), Fondren Management, LP, a Texas limited partnership (“Fondren Management”), FMLP Inc., a Texas S corporation (“FMLP”), and Bradley L. Radoff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

BLRPart GP serves as the general partner of BLR Partners. BLRGP serves as the general partner of BLRPart GP. Fondren Management serves as the investment manager of BLR Partners. FMLP serves as the general partner of Fondren Management. Mr. Radoff serves as the sole shareholder and sole director of each of BLRGP and FMLP. By virtue of these relationships, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff may be deemed to beneficially own the Shares (as defined below) owned directly by BLR Partners.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal office of each of the Reporting Persons is 1177 West Loop South, Suite 1625, Houston, Texas 77027.

 

Item 2(c).

Citizenship:

 

BLR Partners, BLRPart GP, BLRGP, Fondren Management and FMLP are organized under the laws of the State of Texas. Mr. Radoff is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.0001 par value per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

67091J206

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the date hereof:

 

(i)

BLR Partners directly owned 1,425,000 Shares;

 

(ii)

Each of BLRPart GP, as the general partner of BLR Partners, BLRGP, as the general partner of BLRPart GP, Fondren Management, as the investment manager of BLR Partners, FMLP, as the general partner of Fondren Management, and Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,425,000 Shares owned by BLR Partners; and

 

(iii)

Mr. Radoff directly owned 375,000 Shares, which, together with the 1,425,000 Shares owned by BLR Partners that he may be deemed to beneficially own, constitutes an aggregate of 1,800,000 Shares beneficially owned by Mr. Radoff.

 

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 29,720,134 Shares outstanding as of August 12, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2019.

 

As of the date hereof, (i) each of BLR Partners, BLRPart GP, BLRGP, Fondren Management and FMLP may be deemed to beneficially own approximately 4.8% of the outstanding Shares and (ii) Mr. Radoff may be deemed to beneficially own approximately 6.1% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 24, 2019

 

	BLR Partners LP
	By:	BLRPart, LP General Partner
	By:	BLRGP Inc. General Partner
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Sole Director

 

 

	BLRPart, LP
	By:	BLRGP Inc. General Partner
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Sole Director

 

 

	BLRGP Inc.
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Sole Director

 

 

	Fondren Management, LP
	By:	FMLP Inc. General Partner
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Sole Director

 

 

	FMLP Inc.
	By:	/s/ Bradley L. Radoff
		Name:	Bradley L. Radoff
		Title:	Sole Director

 

 

	/s/ Bradley L. Radoff
	Bradley L. Radoff