Statement of Ownership (sc 13g)
February 26 2015 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
VeriTeQ Corporation
(Name of Issuer)
Common Stock, $0.00001 par value per
share
(Title of Class of Securities)
923449 201
(CUSIP Number)
February 26, 2015
(Date of Event Which Requires Filing
of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
13G
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CUSIP No. 923449 201 |
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Page 2 of 4 Pages |
1 |
|
Names of reporting persons/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
PositiveID
Corporation (EIN 06-1637809)
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2 |
|
Check the appropriate box if a member of a group
(a) ¨ (b) ¨
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3 |
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SEC use only
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4 |
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Citizenship or place of organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5 |
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Sole voting power
140,000*
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6 |
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Shared voting power
0
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7 |
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Sole dispositive power
140,000*
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8 |
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Shared dispositive power
0
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9 |
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Aggregate amount beneficially owned by each reporting
person
140,000*
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10 |
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Check if the aggregate amount in Row (9) excludes
certain shares ¨
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11 |
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Percent of class represented by amount in Row (9)
7.7%
(based on 1,811,800 shares of common stock outstanding as of February 25, 2015)
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12 |
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Type of reporting person
IN
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| * | Excludes shares
of common stock issuable upon conversion of (1) a warrant agreement dated November 13, 2013 providing for the issuance
of the common shares pursuant to the terms of the warrant which contains a blocker prohibiting
the holder from converting such warrant to the extent such conversion would cause the holder to hold in excess of 9.99% of the
Issuer’s issued and outstanding common stock (the “Blocker”), (2) a convertible promissory note in the principal
amount of $222,115, dated October 20, 2014 which contains a Blocker, (3) a convertible
promissory note in the principal amount of $60,000, dated October 20, 2014 which
contains a Blocker, and (4) a convertible promissory note in the principal amount of $40,000 dated January 30,
2015 which contains a Blocker. All conversion prices in the warrant and notes are
variable and are subject to adjustment, as set forth in such warrant and notes. |
13G
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CUSIP No. 923449 201 |
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Page 3 of 4 Pages |
Item 1(a) |
Name of Issuer: |
VeriTeQ
Corporation
Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
3333
S. Congress Ave., Suite 401
Delray
Beach, FL 33445
Item 2(a) |
Name of Person Filing: |
PositiveID
Corporation, the “Reporting Person.”
Item 2(b) |
Address of Principal Business Office or, If None, Residence |
1690
S. Congress Ave., Suite 201
Delray
Beach, FL 33445
United
States
Item 2(d) |
Title of Class of Securities: |
Common
Stock, $0.00001 par value
923449
201
Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not
applicable.
| (a) | Amount Beneficially
Owned: 140,000* |
| (b) | Percent of Class:
7.7% (based on 1,811,800 shares of common stock outstanding as of February 25, 2015) |
| (c) | Number of shares as
to which the person has: |
| (i) | Sole power to vote or direct
the vote: 140,000* |
|
(ii) |
Shared power to vote or direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 140,000* |
| (iv) | Shared power to dispose
or to direct the disposition of: 0
|
| * | Excludes shares
of common stock issuable upon conversion of (1) a warrant agreement dated November 13, 2013 providing for the issuance
of the common shares pursuant to the terms of the warrant which contains a blocker prohibiting
the holder from converting such warrant to the extent such conversion would cause the holder to hold in excess of 9.99% of the
Issuer’s issued and outstanding common stock (the “Blocker”), (2) a convertible promissory note in the principal
amount of $222,115, dated October 20, 2014 which contains a Blocker, (3) a convertible
promissory note in the principal amount of $60,000, dated October 20, 2014 which
contains a Blocker, and (4) a convertible promissory note in the principal amount of $40,000 dated January 30,
2015 which contains a Blocker. All conversion prices in the warrant and notes are
variable and are subject to adjustment, as set forth in such warrant and notes. |
13G
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CUSIP No. 923449 201 |
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Page 4 of 4 Pages |
Item 5. |
Ownership of Five Percent
or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
Not
applicable.
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person |
Not
applicable.
Item 7. |
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not
applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not
applicable.
Item 9. |
Notice of Dissolution of Group |
Not
applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2015
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By: |
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/s/ William J. Caragol |
Name: |
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William J. Caragol |
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CEO, PositiveID Corporation |
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