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 17, 2017, PositiveID Corporation (the Company) closed a
Securities Purchase Agreement (SPA) with GHS Investments, LLC
(the Investor), providing for the purchase of a Secured
Convertible Promissory Note in the aggregate principal amount of
up to $165,000 (the Note), with the first tranche funded being in
the amount of $50,000. Subsequent tranches will be delivered to
the Company approximately bi-weekly and at the sole discretion of
GHS. The Note has a 10% original issuance discount to offset
transaction, diligence and legal costs. The Note bears an
interest rate of 10%, which is payable in the Companys common
stock based on the conversion formula (as defined below), and the
maturity date for each funded tranche will be 12 months from the
date on which the funds are received by the Company. The Note may
be converted by GHS at any time into shares of Companys common
stock at a 37.5% discount off the lowest closing bid price for
the Companys common stock during the 20 trading days immediately
preceding a conversion date. The Note is secured by all property
of the Company. As set forth in the SPA, however, the Note ranks
junior to the security interests of three other creditors of the
Company.
The Note is a long-term debt obligation that is material to the
Company. The Note may be prepaid in accordance with the terms set
forth in the Note. The Note also contains certain
representations, warranties, covenants and events of default
including if the Company is delinquent in its periodic report
filings with the SEC. If an event of default occurs, the amount
of the principal and interest rate due under the Note increases
and, at the option of GHS and in their sole discretion, GHS may
consider the Note immediately due and payable.
The foregoing description of the terms of the SPA and Note does
not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as Exhibit 10.1 and
Exhibit 4.1 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
April 13, 2017, the Company has issued, in reliance upon Section
4(a)(2) of the Securities Act, 1,346,888,219, shares of common
stock to conversion notices of convertible redeemable notes
outstanding totaling $84,180.51. 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 17, 2017, with GHS Investments, LLC |
|
| 10.1 |
Form of Securities Purchase Agreement, dated April 17, 2017, with GHS Investments, LLC |
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 up +0.00010 at 0.00020 with 380,437 shares trading hands.
