POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2017, PositiveID Corporation (the Company) entered
into a Securities Purchase Agreement (Essex SPA) with Essex
Global Investment Corp. (Essex) for the purchase of a Convertible
Redeemable Note in the aggregate principal amount of $50,000 (the
Essex Note). The Essex Note has been funded, with the Company
receiving $45,000 of net proceeds (net of legal fees and original
issue discount). The Essex Note bears an interest rate of 10%,
and is due and payable on May 22, 2018. The Essex Note may be
converted by the Investor at any time into shares of Companys
common stock (as determined in the Essex Note) at a price equal
to 65% 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.
On May 23, 2017, the Company entered into a Securities Purchase
Agreement (PowerUp SPA) with PowerUp Lending Group Ltd. (PowerUp)
for the purchase of a Convertible Promissory Note in the
aggregate principal amount of $53,000 (the PowerUp Note). The
Power Up Note has been funded, with the Company receiving $50,000
of net proceeds (net of fees). The PowerUp Note bears an interest
rate of 8%, and is due and payable on May 23, 2018. The PowerUp
Note may be converted by the Investor at any time into shares of
Companys common stock (as determined in the PowerUp Note) at a
price equal to 65% of the average of the lowest five closing bid
prices of the common stock as reported on the OTC Link ATS owned
by OTC Markets Group for the 10 prior trading days.
The Essex Note and PowerUp Note (collectively, 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 Essex SPA, PowerUp
SPA, and Notes, 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 10.2, Exhibit 4.1, and
Exhibit 4.2 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 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 May
5, 2017, the Company has issued, in reliance upon Section 4(a)(2)
of the Securities Act, 346,116 shares of common stock to
conversion notices of convertible redeemable notes outstanding
totaling $24,632.88. The issuance of such convertible notes was
previously disclosed in the Companys periodic reports filed with
the SEC.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On May 19, 2017, an amendment to the Third Amended and Restated
Certificate of Incorporation, as amended, (the Amendment) of
PositiveID Corporation (PositiveID or the Company) became
effective, and on May 23, 2017, and the Company implemented a
1-for-3,000 reverse stock split (the Reverse Stock Split) of the
Companys outstanding common stock (the Common Stock).
As a result of the Reverse Stock Split, each 3,000 shares of the
Companys issued and outstanding Common Stock automatically, and
without any action on the part of the respective holders, became
one (1) issued and outstanding share of Common Stock. No scrip or
fractional share certificates will be issued in connection with
the Reverse Stock Split. Stockholders who otherwise would be
entitled to receive fractional shares because they hold a number
of shares of the Companys common stock not evenly divisible by
the reverse split ratio will be entitled, upon surrender of
certificate(s) representing such shares, to a cash payment in
lieu thereof. The cash payment will equal the product obtained by
multiplying (a) the fraction to which the stockholder would
otherwise be entitled by (b) the per share closing sales price of
the Companys Common Stock on the effective date of the Reverse
Stock Split.
As described in the Companys Information Statement which was
filed with the Securities and Exchange Commission on April 13,
2017, the Companys stockholders authorized the Companys Board of
Directors to effect a reverse split of the Companys Common Stock
in a ratio in the range of 1 for 1,000 to 1 for 3,000 as set
forth in more detail in the information statement. Thereafter,
the Companys Board of Directors determined to effect the Reverse
Stock Split and authorized the implementation of such split and
filing of the Amendment.
Item 8.01. Other Events.
As a result of the Reverse Stock Split, the number of issued and
outstanding shares of the Companys Common Stock was reduced from
approximately 11,500,000,000 to approximately 3,900,000. The
Reverse Stock Split affected all issued and outstanding shares of
the Companys Common Stock, as well as all Common Stock underlying
convertible notes, warrants, convertible preferred stock and
stock options outstanding immediately prior to the Reverse Stock
Split.
In connection with the Reverse Stock Split, Stockholders holding
physical share certificates will receive instructions from the
Companys transfer agent, VStock Transfer, LLC, regarding the
process for exchanging their pre-split share certificates for new
share certificates. Stockholders with shares held in book-entry
form or through a bank, broker, or other nominee are not required
to take any action and will see the impact of the Reverse Stock
Split reflected in their accounts. Beneficial holders may contact
their bank, broker, or nominee for more information. Following
the Reverse Stock Split, certificates evidencing pre-split shares
of Common Stock will evidence only the right to receive a
certificate evidencing post-split shares.
The Common Stock will continue to trade on the OTCQB under the
ticker symbol PSID. The ticker symbol will temporarily be
appended with a D to signify the effectiveness of the Reverse
Stock Split for a period of 20 trading days. The post-split
Common Stock will trade under a new CUSIP number, 73740J506.
On May 23, 2017, the Company issued a press release announcing
the Reverse Stock Split. The press release furnished herewith as
Exhibit 99.1 shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, and is not
incorporated by reference into any filing of the registrant,
whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
Exhibit Number | Description | |
3.1 |
Second Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, as Amended, of PositiveID Corporation |
|
4.1 |
Form of 10% Convertible Redeemable Note, dated May 22, 2017, with Essex Global Investment Corp. |
|
4.2 |
Form of 8% Convertible Promissory Note, dated May 23, 2017, with PowerUp Lending Group Ltd. |
|
10.1 |
Form of Securities Purchase Agreement, dated May 22, 2017, with Essex Global Investment Corp. |
|
10.2 |
Form of Securities Purchase Agreement, dated May 23, 2017, with PowerUp Lending Group Ltd. |
|
99.1 | Press Release dated May 23, 2017 |
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 down -0.080 at 0.100 with 19,021,851 shares trading hands.