POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2017, PositiveID Corporation (the Company) closed a
Securities Purchase Agreement (SPA) with Crossover Capital Fund
I, LLC (the Investor), providing for the purchase of two
Convertible Redeemable Notes in the aggregate principal amount of
$77,792 (the Notes), with the first note being in the amount of
$38,896 (Note I), and the second note being in the amount of
$38,896 (Note II). Note I has been funded, with the Company
receiving $34,250 of net proceeds (net of original issue
discount). Note II will initially be paid for by the issuance of
an offsetting $34,250 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 10, 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 equal to 62.5% of the lowest closing bid 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 SEC, 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, does not purport to be complete and is
qualified in its entirety by the complete text of the documents
attached as, respectively, 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 note issued by the Company
that is convertible into the Companys equity securities at the
option of the holder of the note are incorporated herein. The
issuance of the securities 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 securities is an accredited investor. Since
March 15, 2017, the Company has issued, in reliance upon Section
4(a)(2) of the Securities Act, 2,765,891,537, shares of common
stock to conversion notices of convertible redeemable notes
outstanding totaling $242,957. The issuance of such convertible
notes was previously disclosed in the Companys periodic reports
filed with the SEC.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |
| 4.1 |
Form of 10% Convertible Redeemable Note, dated April 10, 2017, with Crossover Capital Fund I, LLC |
|
| 4.2 |
Form of 10% Convertible Redeemable Back-End Note, dated April 10, 2017, with Crossover Capital Fund I, LLC |
|
| 10.1 |
Form of Securities Purchase Agreement, dated April 10, 2017, with Crossover Capital Fund I, LLC |
|
| 10.2 |
Form of Crossover Capital Fund I, LLC Collateralized Note, dated April 10, 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 0.00020 with 380,437 shares trading hands.