UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 12, 2016

Registrant's telephone number, including area code (305)433-7814

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 1.01 Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously reported, on October 21, 2015, Sanomedics, Inc. (the "Company or "Seller") entered into a Stock Purchase Agreement (the "Purchase Agreement") with PositiveID Corporation, a Delaware corporation ("PositiveID"), for PositiveID to acquire all of the outstanding capital stock of Thermomedics, Inc., a Nevada corporation ("Thermomedics"), (collectively the "Acquisition"). On December 4, 2015, PositiveID entered into a First Amendment to the Stock Purchase Agreement (the "Amendment").

PositiveID, the Seller and Thermomedics also entered into a Management Services and Control Agreement, dated December 4, 2015 (the "Control Agreement"), whereby PositiveID was appointed as the manager of Thermomedics.

Amendment to Control Agreement

On March 4, 2016 the Company and PositiveID entered into an agreement to amend and extend for purposes of the Control Agreement, the closing date for delivery of deliverables pursuant to the Purchase Agreement to close by March 31, 2016. In the event that such transactions close within 20 days of such date, an event of default will be deemed not to occur. Further, an event of default will not be considered to have occurred if the Seller has taken all necessary steps under the Purchase Agreement to close and PositiveID elects not to close such transactions.

Additionally the agreement (i) reaffirmed for the Company to release, cancel, terminate or otherwise settle all intercompany indebtedness and accounts owed by or to Thermomedics to or by the Company or any of its affiliates as of December 4, 2015 and (ii) provided for the transfer of all Patents and other Intellectual Property in its name that were included in the schedules to the Purchase Agreement dated October 21, 2015.

The foregoing description of the terms of the Amendment to the Control Agreement, do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements forms of which are filed as exhibit 10.96 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

From January 12, 2016 to March 3, 2016 Sanomedics, Inc. (the "Company") issued a total of 51,918,499 shares of common stock to CLSS Holdings, LLC, a company owned by a former officer and shareholder of the Company in connection with the conversion of $2,365 in convertible debt held. The recipient is an accredited investor and the issuance was exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 3(a)(9) of that act.

From January 12, 2016 to March 3, 2016 the Company issued Redwood Management LLC a total of 61,190,000 shares of common stock in connection with the conversion of $5,104 in convertible debt held. The recipient is an accredited investor and the issuance was exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 3(a)(9) of that act.

FromJanuary 12, 2016 to March 3, 2016 the Company issued unrestricted shares of common stock to the following groups in connection with the conversion of convertible debt held. The recipientsare accredited investors and the issuances were exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 3(a)(9) of that act:

From January 12, 2016 to March 3, 2016the Company issued a total of 512,545,728 shares to all of the above listed groups in connection with the conversion of $39,426 of convertible debt held.

Item 9.01 Financial Statements and Exhibit

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4

EXHIBIT 10.96

AGREEMENT BY AND AMONG
POSITIVE ID CORPORATION,
SANOMEDICS, INC. AND THERMOMEDICS, INC.
 

This AGREEMENT is entered into as of March 4, 2016 by and among Positive ID Corporation, a Delaware corporation (the "Company"); Sanomedics, Inc., a Delaware Corporation ("Sano") and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation ("Thermo") (together, the "Parties").

WHEREAS, the parties hereto entered into that certain Stock Purchase Agreement, dated as of October 21, 2015 and First Amendment to such Stock Purchase Agreement, dated as of December 4, 2015 (the "SPA") (capitalized terms used and not otherwise defined herein shall have the meanings given to such term in the SPA) pursuant to which the Company agreed to purchase, and Sano agreed to sell, all of the shares of Thermo; and

WHEREAS, the parties hereto entered into that certain Management Services and Control Agreement, dated as of December 4, 2015 (the "MSACA") (capitalized terms used and not otherwise defined herein shall have the meanings given to such term in the MSACA) pursuant to which full control of Thermo, including operational and financial benefits and responsibility for Thermo, was transferred to the Company; and

WHEREAS, in contemplation of the closing of the transactions under the SPA and in furtherance of Sano's and Thermo's obligations under the MSACA, the parties hereto desire to make certain agreements and to amend certain terms of the MSACA as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

"Term. This Agreement shall commence effective as of the date first written above and shall remain in effect until the date of closing pursuant to the terms of the SPA. It will be considered an Event of Default if Sano has not delivered to the Company (or the Company has waived delivery with respect to such item) each of the items as set in Section 2.03(a) of the SPA (the "Deliverables") or prior to March 31, 2016 (the "Default Date"). Notwithstanding the foregoing, in the event that Sano delivers the Deliverables (or the Company has waived delivery with respect to such item) on or prior to the date which is twenty (20) days following the Default Date (the "Extension Date"), an Event of Default shall be deemed not to have occurred. Sano may terminate this Agreement at any time following the Extension Date, subject to the consent of the Manager, by (i) repaying the Company all principal and interest for any advances made to Thermo pursuant to this Agreement (the "Advance Amount"), (ii) repaying the Company all principal and interest for the advanced Cash Purchase Price made to Sano pursuant to this Agreement ("Purchase Amount") and (iii) paying the Termination Fee; provided; however; that if Sano has provided the Deliverables to the Company and the Company does not (or is not willing to) consummate the Stock Purchase Transaction, Sano and Thermo shall: (A) not have any obligation to pay a Termination Fee; and (B) have six (6) months to repay the Advance Amount and the Purchase Amount to the Company."

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

3