Current Report Filing (8-k)
May 03 2016 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): April 27, 2016
POSITIVEID
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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001-33297
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06-1637809
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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1690
South Congress Avenue, Suite 201
Delray
Beach, Florida 33445
(Address
of principal executive offices) (zip code)
(561)
805-8000
(Registrant’s
telephone number, including area code)
(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))
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K (this “Report”) and any related statements of representatives and partners of the Company
contain, or may contain, among other things, certain “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Such forward-looking statements involve significant risks and uncertainties.
Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections,
expectations and intentions and other statements identified by words such as “projects,” “may,” “will,”
“could,” “would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the
current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including
those detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Actual results
may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Item
1.01 Entry into a Material Definitive Agreement.
On
April 27, 2016, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“Union SPA”)
with Union Capital, LLC (“Union”), providing for the purchase of two Convertible Redeemable Notes in the aggregate
principal amount of $437,500 (the “Union Notes”), with the first note being in the amount of $218,750 (“Union
Note I”) and the second note being in the amount of $218,750 (“Union Note II”). Union Note I has been funded,
with the Company receiving $210,000 of net proceeds (net of original issue discount). With respect to the Union Note II, Union
issued a secured note to the Company in the same amount to offset the Union Note II (“Union Secured Note”). The funding
of Union Note II is subject to certain conditions as described in Union Note II. Union is required to pay the principal amount
of the Union Secured Note in cash and in full prior to executing any conversions under the Union Note II. The Union Notes bear
an interest rate of 12%, and are due and payable on April 27, 2017. The Union Notes may be converted by Union at any time into
shares of Company’s common stock (as determined in the Notes) calculated at the time of conversion, except for Union Note
II, which requires full payment of the Union Secured Note by Union before conversions may be made.
The
Union Notes are long-term debt obligations that are material to the Company. The Union Notes may be prepaid in accordance with
the terms set forth in the Union Notes. The Union 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 Union Notes in the event of such defaults. In the event
of default, at the option of Union and in Union’s sole discretion, Union may consider the Union Notes immediately due and
payable.
The
foregoing description of the terms of the Union SPA, Union Note I, Union Note II, and Union Secured Note, 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, 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 Company’s 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(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 Company’s
reliance upon Section 4(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
9.01 Financial Statements and Exhibits
Exhibit
Number
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Description
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4.1
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Form
of 12% Convertible Redeemable Note, dated April 27, 2016, with Union Capital, LLC
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4.2
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Form
of 12% Convertible Redeemable Note, dated April 27, 2016, with Union Capital, LLC
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10.1
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Form
of Securities Purchase Agreement, dated April 27, 2016, with Union Capital, LLC
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10.2
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Form
of Union Capital, LLC Collateralized Note, dated April 27, 2016, with PositiveID Corporation
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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POSITIVEID
CORPORATION
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Date:
May 3, 2016
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By:
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/s/
William J. Caragol
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Name:
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William
J. Caragol
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Title:
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Chief
Executive Officer
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