10-12G 1 f1012g2019_partxinc.htm GENERAL FORM FOR REGISTRATION OF SECURITIES

As filed with the Securities and Exchange Commission on April 29, 2019

File No. 001-         

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

PARTX, INC.
(Exact name of registrant as specified in its charter)

 

 

  

Delaware   83-2258636

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer
Identification No.)
     

5650 El Camino Real

Carlsbad, CA

  92008
(Address of Principal Executive Offices)   (Zip Code)

 

(760) 444-0029
(Registrant’s telephone number, including area code)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act: None.

 

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

 

Common Stock, par value $0.0001 per share
Title of  Class

 

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

 

Large accelerated filer Accelerated filer ☐ 
Non-accelerated filer Smaller reporting company ☒ 
    Emerging growth company ☒ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

 

Our information statement is filed as Exhibit 99.1 of this Registration Statement on Form 10 (the “Information Statement”) and is incorporated by reference herein. For your convenience, we provide below a cross-reference sheet identifying where the items required by this Registration Statement on Form 10 can be found in the Information Statement.

 

Item 1. Business

 

The information required by this item is contained under the sections of the Information Statement entitled “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Unaudited Pro Forma Combined Financial Statements” and the financial statements referenced therein, “Our Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management,” “Executive and Director Compensation,” “Certain Relationships and Related Party Transactions,” “Where You Can Find More Information” and “Index to Financial Statements” and the financial statements referenced therein.

 

Item 1A. Risk Factors

 

The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors” and “Special Note About Forward-Looking Statements.”

 

Item 2. Financial Information

 

The information required by this item is contained under the section of the Information Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Item 3. Properties

 

The information required by this item is contained under the section of the Information Statement entitled “Our Business—Properties.”

 

Item 4. Security Ownership of Certain Beneficial Owners and Management

 

The information required by this item is contained under the section of the Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

 

Item 5. Directors and Executive Officers

 

The information required by this item is contained under the section of the Information Statement entitled “Management.”

 

Item 6. Executive Compensation

 

The information required by this item is contained under the section of the Information Statement entitled “Executive and Director Compensation.”

 

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Item 7. Certain Relationships and Related Transactions, and Director Independence

 

The information required by this item is contained under the sections of the Information Statement entitled “Management” and “Certain Relationships and Related Party Transactions.”

 

Item 8. Legal Proceedings

 

The information required by this item is contained under the section of the Information Statement entitled “Our Business—Legal Proceedings.”

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

 

The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors,” “The Spin-Off,” “Trading Market,” “Dividend Policy,” “Executive and Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management.”

 

Item 10. Recent Sales of Unregistered Securities

 

None.

 

Item 11. Description of Registrant’s Securities to be Registered

 

The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors—Risks Relating to Our Common Stock,” “Dividend Policy” and “Description of Capital Stock.”

 

Item 12. Indemnification of Directors and Officers

 

The information required by this item is contained under the section of the Information Statement entitled “Description of Capital Stock—Limitations on Liability of Directors and Indemnification of Directors and Officers.”

 

Item 13. Financial Statements and Supplementary Data

 

The information required by this item is contained under the sections of the Information Statement entitled “Unaudited Pro Forma Combined Financial Statements” and the financial statements referenced therein, and “Index to Financial Statements” and the financial statements referenced therein.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not applicable.

 

Item 15. Financial Statements and Exhibits

 

(a)Financial Statements

 

The information required by this item is contained under the sections of the Information Statement entitled “Unaudited Pro Forma Combined Financial Statements,” and the financial statements referenced therein, and “Index to Financial Statements” and the financial statements referenced therein.

 

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(b)Exhibits

 

The following documents are filed as exhibits hereto:

  

Exhibit No.   Description
2.1*   Form of Separation and Distribution Agreement between Nxt-ID, Inc. and PartX, Inc.
3.1(i)   Certificate of Incorporation of PartX, Inc.
3.1(ii)*   Certificate of Designations of Series A Non-Convertible Preferred Stock
3.2   Bylaws of PartX, Inc.
4.1*   Form of Common Stock Certificate
4.2*   Form of Warrant to Purchase Common Stock
10.1   Form of Transition Services Agreement between Nxt-ID, Inc. and PartX, Inc.
10.2   Form of Tax Matters Agreement between Nxt-ID, Inc. and PartX, Inc.
10.3*   Form of Employee Matters Agreement between Nxt-ID, Inc. and PartX, Inc.
10.4   Form of License Agreement by and among Nxt-ID, Inc., Fit Pay, Inc. and PartX, Inc.
10.5   Form of Assumption and Assignment Agreement between Nxt-ID, Inc. and PartX, Inc. –Earnout
10.6*   Form of Assumption and Assignment Agreement between Nxt-ID, Inc. and PartX, Inc. –Seller Note
10.7†   Form of PartX, Inc. 2019 Stock Incentive Plan
10.8†*   Form of Employment Agreement between PartX, Inc. and Michael Orlando
10.9*   Form of Exchange Agreement between Nxt-ID, Inc., PartX, Inc. and Giesecke & Devrient Mobile Security America, Inc.
21.1   Subsidiaries of PartX, Inc.
99.1   Preliminary Information Statement of PartX, Inc., dated April 29, 2019

 

 

* To be filed by amendment.

Management contract or compensatory plan or arrangement.

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PARTX, INC.
   
  By:

/s/ Michael J. Orlando

    Michael J. Orlando
Chief Executive Officer

 

Date: April 29, 2019

 

 

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