POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2017, PositiveID Corporation (the Company) entered
into a Securities Purchase Agreement (SPA) with Union Capital,
LLC (the Investor), providing for the purchase of two Convertible
Redeemable Notes in the aggregate principal amount of $104,000
(the Notes), with the first note being in the amount of $52,000
(Note I), and the second note being in the amount of $52,000
(Note II). Note I has been funded, with the Company receiving
$47,500 of net proceeds (net of original issue discount and legal
fees). Note II will initially be paid for by the issuance of an
offsetting $50,000 note issued to the Company by the Investor
(the 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 Note in cash and in
full prior to executing any conversions under Note II. The Notes
bear an interest rate of 12%, and are due and payable on June 6,
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 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 15 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 investors
and in the Investors sole discretion, the investors may consider
the Notes immediately due and payable.
The foregoing description of the terms of the SPA, Note I, Note
II and 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 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
26, 2017, the Company has issued (on a post-reverse split basis),
in reliance upon Section 4(a)(2) of the Securities Act, 2,399,305
shares of common stock to conversion notices of convertible
redeemable notes outstanding totaling $68,977. 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 12% Convertible Redeemable Note, dated June 6, 2017, with Union Capital, LLC |
|
| 4.2 |
Form of 12% Convertible Redeemable Back-End Note, dated June 6, 2017, with Union Capital, LLC |
|
| 10.1 |
Form of Securities Purchase Agreement, dated June 6, 2017, with Union Capital, LLC |
|
| 10.2 |
Form of Union Capital, LLC Collateralized Secured Promissory Note, dated June 6, 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.