Current Report Filing (8-k)
July 29 2016 - 4:31PM
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): July 25, 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”) contains, or may contain, among other things, certain “forward-looking
statements”). 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 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year
On
July 25, 2016, the Board of Directors (“Board”) of PositiveID Corporation (“PositiveID or “Company”)
authorized a Certificate of Designations of Preferences, Rights and Limitations of Series II Convertible Preferred Stock (the
“Certificate”). The Certificate was filed with the State of Delaware Secretary of State on July 25, 2016. The Series
II Convertible Preferred Stock (“Series II”) ranks: (a) senior with respect to dividends and right of liquidation
with the Common Stock, par value $0.01 (“Common Stock”); (b) pari passu with respect to dividends and right of liquidation
with the Corporation’s Series I Convertible Preferred Stock (“Series I”) and Series J Convertible Preferred
Stock; and (c) junior to all existing and future indebtedness of the Company. The Series II has a stated value per share of $1,000,
subject to adjustment as provided in the Certificate (the “Stated Value”), and a dividend rate of 6% per annum of
the Stated Value. The Series II is subject to redemption (at Stated Value, plus any accrued, but unpaid dividends (the “Liquidation
Value”)) by the Company no later than three years after a Deemed Liquidation Event and at the Company’s option after
one year from the issuance date of the Series II, subject to a ten-day notice (to allow holder conversion). The Series II is convertible
at the option of a holder or if the closing price of the Common Stock exceeds 400% of the Conversion Price for a period of twenty
consecutive trading days, at the option of the Company. Conversion Price means a price per share of the Common Stock equal to
100% of the lowest daily volume weighted average price of the Common Stock during the subsequent 12 months following the date
the Series II was issued.
In
the event of a conversion of any Series II, the Company shall issue to the holder a number of shares of Common Stock equal to
the Liquidation Value multiplied by the number of shares of Series II Preferred Stock being converted divided by the Conversion
Price.
Upon
liquidation of the Company after payment or provision for payment of liabilities of the Company and after payment or provision
for any liquidation preference payable to the holders of any preferred stock ranking senior to the Series II but prior to any
distribution to the holders of Common Stock or preferred stock ranking junior upon liquidation to the Series II the holders of
Series II will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount
with respect to each share of Series II equal to the Liquidation Value.
The
Series II has voting rights per Series II Share equal to the Liquidation Value per share, divided by the Conversion Price, multiplied
by twenty-five. Subject to applicable Delaware law, the holders of Series II will have functional voting control in situations
requiring shareholder vote.
The
description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate,
which is filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number
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Description
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4.1
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Certificate
of Designation of the Series II Convertible Preferred Stock
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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:
July 29, 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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Exhibit
Index
Exhibit
Number
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|
Description
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4.1
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Certificate
of Designation of the Series II Convertible Preferred Stock
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