Exhibit 4.6


 








NXT-ID, INC.


 


FORM OF WARRANT 


 


Warrant No.: UW-[__]Original Issue: Date: [______], 2014
[______], 2014


 


NXT-ID, INC.
a Delaware corporation (the “Company”), hereby certifies that, for value received, [_____________] or its registered
assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_______]1 shares
of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”),
at any time and from time to time from and after the Original Issue Date and through and including [_______]2 (the “Expiration
Date”) relating to a public offering (the “Offering”) of Common Stock by the Company and certain of
its stockholders, and subject to the following terms and conditions:


This Warrant is granted
in connection with that certain Purchase Agreement, dated [______], 2014 between the Company and Northland Securities, Inc. as
representative of the Underwriters (the “Purchase Agreement”) and the public offering of [_______] Shares of
the Common Stock and warrants to purchase [_______] shares of Common Stock registered on the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
and declared effective on [_____], as amended (the “Offering”).


1.Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Capitalized terms
that are used and not defined in this Warrant that are defined in the Purchase Agreement shall have the respective definitions
set forth in the Purchase Agreement.


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) on such market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin Board
or OTC Quotation Board, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted;
(iii) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Common Stock as determined
by an independent qualified appraiser selected in good faith and paid for by the Company.


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any securities into which such common
stock may hereafter be reclassified.


“Exercise Price”
means $[_____]3, subject to adjustment in accordance with Section 9.


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or into
another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property.


 





1 Equal to 5% of
the number of shares of common stock sold on the applicable closing date


2 Date that is five
years from effective date of Registration Statement


3 120% of the price
of the common stock issued in the Offering






  



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“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board or OTC
Quotation Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board or OTC Quotation
Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board or OTC
Quotation Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in
the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding
to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth
in clauses (i), (ii) and (iii) hereof, then Trading Day shall mean any day, other than a Saturday or Sunday and other than a day
that banks in the State of New York are generally authorized or required by applicable law to be closed.


“Trading
Market” means whichever of the New York Stock Exchange, NYSE AMEX, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or the OTC Bulletin Board or OTC Quotation Board on which the Common Stock is listed or quoted
for trading on the date in question.


2.Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


3.
Registration of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


4.Exercise
and Duration of Warrants.


(a)This
Warrant shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Original Issue
Date through and including the Expiration Date. At 5:00 p.m., Eastern time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder. In no event will the Company be required to net cash settle the
Warrant exercise.


(b)Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as
defined under Rule 144, “Affiliates”) and any other persons whose beneficial ownership of Common Stock would
be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number
of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). 
For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  This provision shall not restrict the number of shares of Common Stock which a Holder
may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive
in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant.  By written notice to the Company,
the Holder may waive the provisions of this Section 4(b) but any such waiver will not be effective until the 61st day after delivery
of such notice, nor will any such waiver effect any other Holder.






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Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise).  For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  This provision
shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated
in Section 9 of this Warrant.  This restriction may not be waived.


5.Delivery
of Warrant Shares. 


(a)To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to
the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder and the Company shall
promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the
Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by applicable law,
shall be free of restrictive legends. A “Date of Exercise” means the date on which the Holder shall have delivered
to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed
and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price
for the number of Warrant Shares so indicated by the Holder to be purchased. 


(b)If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise. 


(c)If by the third
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the
Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall
(1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of
the Common Stock at the time of the obligation giving rise to such purchase obligation and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In.







 



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(d)The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


6.Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of
the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


7.Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


8.Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.


9.Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


(a)Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes
a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then
in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying the then-current Exercise Price
by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination.






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(b)Fundamental Transactions.
If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the
Holder’s option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either
(1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and
evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or,
if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised
portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is
effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b)
and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous
to a Fundamental Transaction.


(c)Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


(d)Calculations.  All
calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


(e)Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
(as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment
is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s
transfer agent.






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10.Payment
of Exercise Price.  The Holder may pay the Exercise Price in one of the following manners:


(a)Cash Exercise. The
Holder may deliver immediately available funds; or


(b)Cashless Exercise.
The Holder may notify the Company in an Exercise Notice of its election to utilize a cashless exercise, in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:


X = Y [(A-B)/A]  


where:  


X = the
number of Warrant Shares to be issued to the Holder.  


Y = the
number of Warrant Shares with respect to which this Warrant is being exercised.  


A = the average of the Closing
Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.  


B = the Exercise Price.  


For purposes of Rule 144 promulgated
under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


11.No
Fractional Shares.  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Closing Price of one Warrant Share on the date of exercise.


12.Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective if provided pursuant to the Purchase Agreement. In
case any time: (1) the Company shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend payable
in stock upon its capital stock or make any distribution to the holders of its capital stock; (3) the Company shall offer for
subscription pro rata to the holders of its capital stock any additional shares of stock of any class or other rights; (4) there
shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the
Company with, or sale of all or substantially all of its assets to, another corporation; or (5) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give
prompt written notice to the Holder. Such notice shall also specify the date as of which the holders of capital stock of record
shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their capital stock
for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least 20 days
prior to the action in question and not less than 20 days prior to the record date or the date on which the Company’s transfer
books are closed in respect thereto.


13.Lock
Up. Notwithstanding any other provision of this Warrant, in accordance with FINRA Rule 5110(g), this Warrant shall not be
sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put, or call transaction that would result in the effective economic disposition of this Warrant or the Warrant Shares,
by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the Offering,
except as provided in paragraph (g)(2) of FINRA Rule 5110.






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14.
Transfer; Assignment. Subject to compliance with any applicable securities laws, this Warrant may be transferred
or assigned by the Holder without the consent of the Company (including, without limitation, transfers or assignments to the Holder’s
employees and affiliates). This Warrant may not be assigned by the Company without the written consent of the Holder.


15.Miscellaneous.


(a)This Warrant shall
be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the
Holder and their successors and assigns.


(b)All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.


(c)The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


(d)In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


(e)Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


[Remainder of page intentionally left
blank, signature page follows] 


 




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In witness
whereof, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.



 


nxt-id, inc.


 


 


By:____________________


Name:__________________


Its: ____________________


 





Accepted and agreed:


 


NORTHLAND SECURITIES,
INC.


 





By:_______________________


Name:_____________________


Its:________________________


 






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EXERCISE NOTICE


 


The undersigned Holder
hereby irrevocably elects to purchase                     
shares of Common Stock pursuant to the attached Warrant. Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.


 


(1) The undersigned Holder hereby exercises
its right to purchase                     
Warrant Shares pursuant to the Warrant.


 


(2) The Holder intends that payment of the
Exercise Price shall be made as (check one):


 


  ̈
“Cash Exercise” under Section 10


 


  ̈
“Cashless Exercise” under Section 10


 


(3) If the Holder has elected a Cash Exercise,
the Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.


 


(4) Pursuant to this Exercise Notice, the Company
shall deliver to the Holder                     
Warrant Shares in accordance with the terms of the Warrant.


 


 


Dated
_____________ __, _____Name of Holder:


 


(Print)


 


____________________________________


 


 


By:_________________________________


 


   Its:_________________________________

(Signature
must conform in all respects to name of holder as specified on the face of the Warrant)


 


 



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Warrant Shares Exercise Log


 


	Date	
        Number of Warrant

        Shares Available

        to be Exercised
	
        Number of Warrant

        Shares Exercised
	
        Number of Warrant

        Shares Remaining

        to be Exercised

	 	 	 	 


 


 


 



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FORM OF ASSIGNMENT


 


[To be completed and signed
only upon transfer of Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto                             
the right represented by the attached Warrant to purchase                 
shares of Common Stock to which such Warrant relates and appoints                             
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated: __________ __, _______


 


 


________________________________________


(Signature must
conform in all respects to name of holder as specified on the face of the Warrant)


 


 


 


 


Address
of Transferee


__________________________________________


__________________________________________


__________________________________________


  


Note:
Address for Delivery may not be a P.O. box and must be a physical address where stock certificates may be delivered in connection
with this purchase or any future stock issued through splits, warrant conversions or other circumstances. The delivery address
may be a personal residence, or a broker dealer where the certificate would be deposited


 


 


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