POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2016, PositiveID Corporation (the Company) closed
a Securities Purchase Agreement (SPA) with ADAR BAYS, LLC (the
Investor), providing for the purchase of three Convertible
Redeemable Notes in the aggregate principal amount of $183,750
(the Notes), with the first note being in the amount of $52,500
(Note I), the second note being in the amount of $52,500 (Note
II), and the third note being in the amount of $78,750 (Note
III). Note I has been funded, with the Company receiving $50,000
of net proceeds (net of original issue discount). Note II will
initially be paid for by the issuance of an offsetting $50,000
secured note issued to the Company by the Investor (Investor Note
1), and Note III will initially be paid for by the issuance of an
offsetting $75,000 secured note issued to the Company by the
Investor (Investor Note 2, collectively the Secured Notes). The
funding of Note II and Note III is subject to the mutual
agreement of the Investor and the Company. The Investor is
required to pay the principal amount of the Secured Notes in cash
and in full prior to executing any conversions under Note II and
Note III. The Notes bear an interest rate of 10%, and are due and
payable on November 30, 2017. 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 and Note III, which require full payment of
the Secured Notes by the Investor before conversions may be made.
The Notes (subject to funding in the case of Note II and Note
III) may be converted by the Investor at any time into shares of
Companys common stock at a price 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 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 Securities and Exchange Commission, 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, Note III, Investor Note I, and Investor Note II, do not
purport to be complete and are qualified in its entirety by the
complete text of the documents attached as Exhibit 10.1, Exhibit
4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 10.2, and Exhibit 10.3 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 notes are incorporated herein. The
issuance of the notes 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 note was
an accredited investor.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws.
On October 26, 2016, the stockholders of the Company voted to
approve the Companys Third Amended and Restated Certificate of
Incorporation to permit stockholders to act by written consent,
and to permit stockholders of different classes of the Companys
capital stock to vote as a single class with regard to certain
changes to the Companys certificate of incorporation. On November
30, 2016, the Company filed its Third Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware. A copy of the Amendment is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |
| 3.1 |
Third Amended and Restated Certificate of Incorporation of PositiveID Corporation |
|
| 4.1 |
Form of 10% Convertible Redeemable Note, dated November 30, 2016, with ADAR BAYS, LLC |
|
| 4.2 |
Form of 10% Convertible Redeemable Note, dated November 30, 2016, with ADAR BAYS, LLC |
|
| 4.3 |
Form of 10% Convertible Redeemable Note, dated November 30, 2016, with ADAR BAYS, LLC |
|
| 10.1 |
Form of Securities Purchase Agreement, dated November 30, 2016, with ADAR BAYS, LLC |
|
| 10.2 |
Form of ADAR BAYS, LLC Collateralized Note, dated November 30, 2016, with PositiveID Corporation |
|
| 10.3 |
Form of ADAR BAYS, LLC Collateralized Note, dated November 30, 2016, 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 up +0.00010 at 0.00100 with 380,437 shares trading hands.