POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement

POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2016, PositiveID Corporation (the Company) closed
a Securities Purchase Agreement (SPA) with Crossover Capital Fund
II, LLC (the Investor), providing for the purchase of two
Convertible Redeemable Notes in the aggregate principal amount of
$200,000 (the Notes), with the first note being in the amount of
$100,000 (Note I), and the second note being in the amount of
$100,000 (Note II). Note I has been funded, with the Company
receiving $88,000 of net proceeds (net of original issue
discount). Note II will initially be paid for by the issuance of
an offsetting $88,000 secured note issued to the Company by the
Investor (the Secured Note). The funding of Note II is subject to
the mutual agreement of the Investor and the Company. The
Investor is required to pay the principal amount of the Secured
Note in cash and in full prior to executing any conversions under
Note II. The Notes bear an interest rate of 10%, and are due and
payable on January 13, 2018. The Notes may be converted by the
Investor at any time into shares of Companys common stock (as
determined in the Notes) calculated at the time of conversion,
except for Note II, which requires full payment of the Secured
Note by the Investor before conversions may be made. The Notes
(subject to funding in the case of Note II) may be converted by
the Investor at any time into shares of Companys common stock at
a price at a price equal to 62.5% of the lowest trading price of
the common stock as reported on the OTC Link ATS owned by OTC
Markets Group for the 20 prior trading days including the day
upon which a notice of conversion is received by the Company.

The Notes are long-term debt obligations that are material to the
Company. The Notes may be prepaid in accordance with the terms
set forth in the Notes. The Notes also contain certain
representations, warranties, covenants and events of default
including if the Company is delinquent in its periodic report
filings with the Securities and Exchange Commission, and
increases in the amount of the principal and interest rates under
the Notes in the event of such defaults. In the event of default,
at the option of the Investor and in the Investors sole
discretion, the Investor may consider the Notes immediately due
and payable.

The foregoing description of the terms of the SPA, Note I, Note
II, and Secured Note, do not purport to be complete and are
qualified in its entirety by the complete text of the documents
attached as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2, and Exhibit
10.2 to this Current Report on Form 8-K.

Item 2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity
Securities

The descriptions in Item 1.01 of the notes issued by the Company
that are convertible into the Companys equity securities at the
option of the holder of the notes are incorporated herein. The
issuance of the notes set forth herein was made in reliance on
the exemption provided by Section 4(a)(2) of the Securities Act
of 1933, as amended (the Securities Act) for the offer and sale
of securities not involving a public offering, and Regulation D
promulgated under the Securities Act. The Companys reliance upon
Section 4(a)(2) of the Securities Act in issuing the securities
was based upon the following factors: (a) the issuance of the
securities was an isolated private transaction by us which did
not involve a public offering; (b) there was only one recipient;
(c) there were no subsequent or contemporaneous public offerings
of the securities by the Company; (d) the securities were not
broken down into smaller denominations; (e) the negotiations for
the issuance of the securities took place directly between the
individual and the Company; and (f) the recipient of the note was
an accredited investor. Since November 14, 2016, the Company has
issued 2,861,840,862 shares at a weighted average price of
$0.0005 to conversion notices totaling $1,457,997 received under
its convertible redeemable notes outstanding.

Item 9.01 Financial Statements and Exhibits

Exhibit

Number

Description
4.1 Form of 10% Convertible Redeemable Note, dated January 13,
2017, with Crossover Capital Fund II, LLC
4.2 Form of 10% Convertible Redeemable Note, due January 13,
2018, Back-End Note, with Crossover Capital Fund II, LLC
10.1 Form of Securities Purchase Agreement, dated January 13,
2017, with Crossover Capital Fund II, LLC
10.2 Form of Crossover Capital Fund II, LLC Collateralized Note,
dated January 13, 2017, with PositiveID Corporation


About POSITIVEID CORPORATION (OTCMKTS:PSID)

PositiveID Corporation, formerly VeriChip Corporation, is a life sciences and technology company focused on the healthcare and homeland security markets. The Company operates through three segments: Molecular Diagnostics, Medical Devices and Mobile Labs. It develops molecular diagnostic systems for medical testing and bio-threat detection. Its Microfluidic Bio-agent Autonomous Networked Detector system is an airborne bio-threat detection system developed for the homeland defense industry to detect biological weapons of mass destruction. It is developing Firefly Dx, an automated pathogen detection system for diagnostics, both for clinical and point-of-need applications. Through its contractual control of Thermomedics, Inc., it markets and sells the Caregiver product for clinical use. Its subsidiary, E-N-G Mobile Systems, Inc., operates in specialty technology vehicle market, with a focus on mobile laboratories, command and communications applications, and mobile cellular systems.

POSITIVEID CORPORATION (OTCMKTS:PSID) Recent Trading Information

POSITIVEID CORPORATION (OTCMKTS:PSID) closed its last trading session 00.00000 at 0.00050 with 380,437 shares trading hands.

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