POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into Material Definitive Agreement
On June 12, 2017, PositiveID Corporation (the “Company”) entered into a Stock Purchase Agreement (“SPA I”) with E-N-G Mobile Systems, Inc., a California corporation and, at the time of SPA I, the Company’s wholly-owned subsidiary (“ENG”), and Holdings ENG, LLC, a Florida limited liability company (the “Purchaser”) and an affiliate of East West Resources Corporation, to which, among other things, the Company sold 49%, or two hundred ninety nine (299) shares of Series A Convertible Preferred Stock (the “Purchased Shares”), of ENG to the Purchaser. The Company received one million four hundred ninety-five thousand dollars ($1,495,000.00) in exchange for the Purchased Shares. The terms of SPA I were disclosed in that certain Current Report on Form 8-K filed by the Company on June 14, 2017.
On January 30, 2018, the Company entered into a Stock Purchase Agreement (“SPA II”) with ENG and the Purchaser, to which (i) ENG sold to the Purchaser six hundred forty one (641) shares (the “January Shares”) of Series A Convertible Preferred Stock of ENG for a purchase price of approximately $312 per share, for an aggregate purchase price of $200,000; and (ii) the Company declined to exercise its right to purchase a pro rata portion of the January Shares, approved the issuance and sale of the January Shares by ENG to the Purchaser, and waived all rights it may have with respect to ENG’s purchase of the January Shares. ENG received the proceeds from this transaction, with the Company not receiving any proceeds. In connection with the transaction, the Company also issued a promissory note in the amount of $54,000 to ENG for settlement of past and current intercompany transactions and liabilities. As a result of this transaction the Company’s equity interest in ENG decreased to 24%. The terms of SPA II were disclosed in that certain Current Report on Form 8-K filed by the Company on February 2, 2018.
In early June 2018, ENG was informed by Commerce Bank of Commerce, that ENG was in default of its working capital loan, with a balance of $350,000, which PositiveID was a guarantor of. ENG’s majority shareholder, the Purchaser agreed to fund ENG’s working capital deficit, including the repayment of the working capital loan over the next twelve months. As a result of this agreement, on or about June 15, 2018, ENG sold one thousand seven hundred fifty (1,750) shares (the “ENG Shares”) of Series A Convertible Preferred Stock for a purchase price of $200 per share (the “Share Price”) or an aggregate of three hundred fifty thousand dollars ($350,000), to the Purchaser to the terms of a stock purchase agreement (“Purchase Agreement”). As a shareholder of ENG, the Company consented to the Purchase Agreement, the proceeds from which will, in part, allow ENG to pay off a loan and eliminate the Company’s corporate guaranty.
In conjunction with the Purchase Agreement, on June 18, 2018, the Company closed a Stock Purchase Agreement (“SPA III”) with ENG and the Purchaser, to which (i) the Company sold to the Purchaser two hundred and forty one (241) shares of the Company’s common stock of ENG and sixty (60) shares of Series A Convertible Preferred Stock of ENG (“collectively, the “PSID Shares”) for an aggregate of sixty thousand two hundred dollars ($60,200); and (ii) the Company waived any and all rights with respect to the offer and issuance of the ENG Shares to the Purchase Agreement. As a result of this transaction the Company no longer holds an equity interest in ENG. At closing, fifty-four thousand six hundred eight dollars ($54,608) of the Purchase Price was paid directly to the Purchaser to be applied to the payment of the Promissory Note dated January 31, 2018 to the Purchaser by the Company.
The foregoing description of the terms of SPA III does not purport to be complete and is qualified in its entirety by the complete text of the documents attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
* filed herewith
POSITIVEID Corp ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 FORM OF STOCK PURCHASE AGREEMENT OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK OF E-N-G MOBILE SYSTEMS,…To view the full exhibit click
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.