UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

FORM
10-K/A

Amendment
No. 1



(Mark
One)

☒  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2016



or

☐  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ___________ to ___________

Commission
file number: 000-54960

Nxt-ID,
Inc.

(Exact
name of registrant as specified in its charter)

|Delaware                                                               |  | 46-0678374                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization) |  | (I.R.S.
    Employer
    Identification No.)



285
North Drive

Suite
D

Melbourne,
FL 32904

(Address
of principal executive offices)(Zip Code)

Registrant’s
telephone number, including area code: (203) 266-2103

Securities
registered pursuant to Section 12(b) of the Act:

|Title
    of each class:                                                                                                                                                 |  | Name
    of each exchange on which registered:                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------
|Common
                                         Stock, par value $0.0001
        Warrants
        to purchase Common Stock
        (expiring
        September 15, 2019) |  | The
                                         Nasdaq Stock Market LLC
        The
        Nasdaq Stock Market LLC



Securities
registered pursuant to Section 12(g) of the Act:



None

(Title
of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ☐  No
☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 
☐  No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 
☒  No ☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III or this Form 10-K or any amendment to this Form 10-K. ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

|Large
    accelerated filer   ☐ | Accelerated
    filer                     ☐
|------------------------------- | -------------------------------------------
|Non-accelerated
    filer     ☐ | Smaller
    reporting company    ☒         



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No
☒

The
aggregate market value of the common stock held by non-affiliates of the registrant, as of June 30, 2016, the last business day
of the second fiscal quarter, was approximately $11,453,722 based on a total number of shares of our common stock outstanding
that day of 3,244,680 and a closing price of $3.53. Shares of common stock held by each director, each officer and each person
who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed
to be affiliates. The determination of affiliate status is not necessarily conclusive.

The
registrant had 8,543,339 shares of its common stock outstanding as of April 7, 2017.

















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December
31, 2016, of Nxt-ID, Inc. (the “Company”) originally filed with the Securities and Exchange Commission on April 14,
2017 (the “Original Filing”), is being filed for the purpose of amending Exhibit 23.1 and 23.2.



For
purposes of this Amendment, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 15
of the Original Filing has been amended and restated in its entirety. Except as described above, no other changes have been made
to the Original Filing, and this Amendment does not modify, amend, or update in any way any of the financial or other information
contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the filing date
of the Original Filing.



Pursuant
to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.



Capitalized
terms used but not otherwise defined in this Amendment have the meanings giving in the Original Filing.










PART
IV



|Item
    15. | Exhibits,
    Financial Statement Schedules.
|------------ | --------------------------------------------



(a)
The following documents are filed as part of this report:



| | (1) | Financial
    Statements:
| | --- | -------------------------



The
audited consolidated balance sheets of the Company as of December 31, 2016 and, 2015, the related consolidated statements of operations,
changes in stockholders’ equity (deficiency) and cash flows for the years then ended, the footnotes thereto, and the respective
reports of Marcum LLP and KPMG LLP, both independent registered public accounting firms,  filed previously.



| | (2) | Financial
    Schedules:
| | --- | ------------------------



None



Financial
statement schedules have been omitted because they are either not applicable or the required information is included in the consolidated
financial statements or notes hereto.



| | (3) | Exhibits:
| | --- | ---------



The
exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.



(b)
The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with
the SEC in which the exhibit was included.



Certain
of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that
have been made solely for the benefit of the parties to the agreement. These representations and warranties:



| | ● | May
    have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements,
    which disclosures are not necessarily reflected in the agreements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | May
    apply standards of materiality that differ from those of a reasonable investor; and
| | - | -------------------------------------------------------------------------------------------



| | ● | Were
    made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



Accordingly,
these representations and warranties may not describe the actual state of affairs as of the date that these representations and
warranties were made or at any other time. Investors should not rely on them as statements of fact.





1






|Exhibit No. |  | Description of Exhibit                                                                                                                                
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(i)      |  | Certificate of Incorporation (1)                                                                                                                      
|3.(i)(a)    |  | Certificate of Amendment to Certificate of Incorporation (16)                                                                                         
|3.1(i)(b)   |  | Certificate of Designations of Series A Convertible Preferred Stock (12)                                                                              
|3.1 (i)(c)  |  | Amendment of Certificate of Designations of Series A Convertible Preferred Stock (14)                                                                 
|3.1(i)(d)   |  | Second Certificate of Amendment of Designations of Series A Convertible Preferred Stock (15)                                                          
|3.1(i)(e)   |  | Certificate of Designations for Series B Convertible Preferred Stock (15)                                                                             
|3.1(ii)     |  | Bylaws (1)                                                                                                                                            
|4.1         |  | Form of Warrant Agreement and Form of Warrant (1)                                                                                                     
|4.2         |  | Form of Warrant for January 2014 Offering (2)                                                                                                         
|4.3         |  | Form of Agent Warrant for January 2014 Offering (2)                                                                                                   
|4.4         |  | Form of Warrant for June 2014 and August 2014 Offerings (5)                                                                                           
|4.5         |  | Form of Warrant for September 2014 Offering (6)                                                                                                       
|4.6         |  | Form of Underwriter Warrant for September 2014 Offering (6)                                                                                           
|4.7         |  | Form
    of Class A Warrant (7)                                                                                                                       
|4.8         |  | Form of Class B Warrant (7)                                                                                                                           
|4.9         |  | Form of Warrant for August 2015 Public Offering (8)                                                                                                   
|4.10        |  | Form of Warrant for December 2015 Agreement with WorldVentures Holdings, LLC (10)                                                                     
|4.11        |  | Form of Warrant for May 2016 Interest Purchase Agreement with LogicMark, LLC (13)                                                                     
|4.12        |  | Form of Warrant for November 2016 Agreement with LogicMark, LLC (18)                                                                                  
|4.13        |  | Form of 8% Original Issue Discount Convertible Note for August 2015 Private Placement (8)                                                             
|10.1†       |  | 2013 Long Term Incentive Plan (1)                                                                                                                     
|10.2†       |  | Forms of Agreement Under 2013 Long Term Incentive Plan (1)                                                                                            
|10.3†       |  | Employment Agreement Between Nxt-ID and Gino Pereira (3)                                                                                              
|10.4        |  | License Agreement between 3D-ID, LLC and Genex Technologies (1)                                                                                       
|10.5        |  | Purchase Agreement between 3D-ID, LLC and Nxt-ID, Inc. (1)                                                                                            
|10.6††      |  | Manufacturing agreement with Identita Technologies, Inc., dated January 18, 2013 (4)                                                                  
|10.7        |  | Form of Registration Rights Agreement for June 2014 and August 2014 Offerings (5)                                                                     
|10.8        |  | Form of Registration Rights Agreement for April 2015 Offering (7)                                                                                     
|10.9*       |  | Form of Placement Agency Agreement for August 2015 Public Offering                                                                                    
|10.10       |  | Form of Securities Purchase Agreement for August 2015 Public Offering (8)                                                                             
|10.11       |  | Form of Registration Rights Agreement for August 2015 Public Offering (8)                                                                             
|10.12       |  | Form of Securities Purchase Agreement for August 2015 Private Placement (8)                                                                           
|10.13       |  | Form of Warrant Purchase Agreement for August 2015 Private Placement (8)                                                                              
|10.14       |  | Form of Securities Purchase Agreement for December 2015 Private Placement (9)                                                                         
|10.15       |  | Form of Registration Rights Agreement for December 2015 Private Placement (9)                                                                         
|10.16       |  | Form of Securities Purchase Agreement for December 2015 Agreement with WorldVentures Holdings, LLC (10)                                               
|10.17       |  | Form of Registration Rights Agreement for December 2015 Agreement with WorldVentures Holdings, LLC (10)                                               
|10.18       |  | Form of Securities Purchase Agreement for April 2016 Registered Direct Offering (11)                                                                  
|10.19       |  | Form of Interest Purchase Agreement for May 2016 Agreement with LogicMark, LLC (13)                                                                   
|10.20       |  | Form of First Amendment to Interest Purchase Agreement for May 2016 Agreement with LogicMark, LLC (14)                                                
|10.21       |  | Form of Secured Subordinated Promissory Note for July 2016 Agreement with LogicMark, LLC (15)                                                         
|10.22       |  | Form of Security Agreement for July 2016 Agreement with LogicMark, LLC (15)                                                                           
|10.23       |  | Form of Loan Agreement for July 2016 Agreement with LogicMark, LLC (15)                                                                               
|10.24       |  | Form of Subordination Agreement for July 2016 Agreement with LogicMark, LLC (15)                                                                      
|10.25       |  | Form of Securities Purchase Agreement for July 2016 Agreement with LogicMark, LLC (15)                                                                
|10.26       |  | Form of Registration Rights Agreement for July 2016 Agreement with LogicMark, LLC (15)                                                                
|10.27       |  | Form of Forbearance Agreement between Nxt-ID and LogicMark Investment Partners, LLC (17)                                                              
|10.28       |  | Form of Exchange Note for November 2016 Agreement with LogicMark, LLC (18)                                                                            
|10.29       |  | Form of Exchange Agreement for November 2016 Agreement with LogicMark, LLC (18)                                                                       
|10.30       |  | Form of Intercreditor Agreement for November 2016 Agreement with LogicMark, LLC (18)                                                                  
|10.31       |  | First Amendment to Forbearance Agreement for November 2016 Agreement with LogicMark, LLC (18)                                                         
|14.1        |  | Code of Ethics (3)                                                                                                                                    
|21.1**      |  | List of Subsidiaries                                                                                                                                  
|23.1*       |  | Consent of Marcum LLP                                                                                                                                 
|23.2*       |  | Consent of KPMG LLP                                                                                                                                   
|31.1*       |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2*       |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1*       |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2*       |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|101.INS**   |  | XBRL Instance Document                                                                                                                                
|101.SCH**   |  | XBRL Taxonomy Schema                                                                                                                                  
|101.CAL**   |  | XBRL Taxonomy Calculation Linkbase                                                                                                                    
|101.DEF**   |  | XBRL Taxonomy Definition Linkbase                                                                                                                     
|101.LAB**   |  | XBRL Taxonomy Label Linkbase                                                                                                                          
|101.PRE**   |  | XBRL Taxonomy Presentation Linkbase                                                                                                                   



2






In
accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.



*
Filed herewith.

**
Filed previously.

†
Management contract or compensatory plan or arrangement.

††
Confidential treatment has been received for schedules A, C, and D to the agreement



| | (1)  | Filed
    as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-184673) with the SEC on January 31,
    2013.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------
| | (2)  | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on January 17, 2014.                                  
| | (3)  | Filed
    as an Exhibit to the Company’s Annual Report on Form 10-K with the SEC on February 25, 2014.                                 
| | (4)  | Filed
    as an Exhibit to the Company’s Registration Statement on Form S-1/A (File No. 333-184673) with the SEC on March 25,
    2013.
| | (5)  | Filed
    as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 5, 2014.      
| | (6)  | Filed
    as Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 14,
    2014.    
| | (7)  | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on April 24, 2015.                                    
| | (8)  | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on July 30, 2015.                                     
| | (9)  | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on December 9, 2015.                                  
| | (10) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on January 4, 2016.                                   
| | (11) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on April 4, 2016.                                     
| | (12) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on April 12, 2016.                                    
| | (13) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on May 20, 2016.                                      
| | (14) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on July 7, 2016.                                      
| | (15) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on July 27, 2016.                                     
| | (16) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on September 12, 2016.                                
| | (17) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on September 26, 2016.                                
| | (18) | Filed
    as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on November 30, 2016.                                 



3






SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       | Nxt-ID,
    Inc.
|---------------------- | ----------------
|                       |                 
|Date:
    July 7, 2017 | By:             
|                       |                 
|                       |                 
|                       |                 
|Date:
    July 7, 2017 | By:             
|                       |                 



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.



|Date:
    July 7, 2017 | By: | /s/
    Gino M. Pereira                                                                                                               
|---------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------
|                       |     | Gino
    M. Pereira                                                                                                                   
|                       |     | Chief
                                         Executive Officer and Director
        (Principal
        Executive Officer)           
|                       |     |                                                                                                                                       
|Date:
    July 7, 2017 | By: | /s/
    Vincent S. Miceli                                                                                                             
|                       |     | Vincent
    S. Miceli                                                                                                                 
|                       |     | Chief
                                         Financial Officer
        (Principal
        Financial Officer and 
Accounting Officer)
|                       |     |                                                                                                                                       
|Date:
    July 7, 2017 | By: | /s/
    Major General David R. Gust, USA, Ret.                                                                                        
|                       |     | Major
                                         General David R. Gust, USA, Ret.
        Director                                      
|                       |     |                                                                                                                                       
|Date:
    July 7, 2017 | By: | /s/
    Michael J. D’Almada-Remedios, PhD                                                                                             
|                       |     | Michael
    J. D’Almada-Remedios, PhD                                                                                                 
|                       |     | Director                                                                                                                              
|                       |     |                                                                                                                                       
|Date:
    July 7, 2017 | By: | /s/
    Daniel P. Sharkey                                                                                                             
|                       |     | Daniel
    P. Sharkey                                                                                                                 
|                       |     | Director                                                                                                                              
|                       |     |                                                                                                                                       
|Date:
    July 7, 2017 | By: | /s/Michael Orlando                                                                                                                    
|                       |     | Michael Orlando                                                                                                                       
|                       |     | Director                                                                                                                              



|Date:
    July 7, 2017 | By: | /s/
    Robin D. Richards
|---------------------- | --- | -------------------------
|                       |     | Robin
    D. Richards    
|                       |     | Director                 



|Date:
    July 7, 2017 | By: | /s/
    John Bendheim
|---------------------- | --- | ---------------------
|                       |     | John
    Bendheim    
|                       |     | Director             





4