Item 1.01 Entry into a Material Definitive Agreement.

On August 16, 2016, 2016, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“GHS SPA”) with GHS Investments, LLC (“GHS”), dated August 11, 2016, providing for the purchase of a Secured Convertible Promissory Note in the aggregate principal amount of up to $330,000 (the “GHS Note”), with the first tranche funded being in the amount of $50,000. Subsequent tranches of $50,000 will be delivered to the Company bi-weekly and at the sole discretion of GHS. The GHS Note has a 10% original issuance discount to offset transaction, diligence and legal costs. The GHS Note bears an interest rate of 10%, which is payable in the Company’s common stock based on the conversion formula (as defined below), and the maturity date for each funded tranche will be 12 months from the date on which the funds are received by the Company. The GHS Note may be converted by GHS at any time into shares of Company’s common stock at a 37.5% discount to the lowest volume-weighted average price for the Company’s common stock during the 15 trading days immediately preceding a conversion date. The GHS Note is secured by all property of the Company, however, is behind the security interests previously in place with three other creditors as set forth in the GHS SPA.

The GHS Note is a long-term debt obligation that is material to the Company. The GHS Note may be prepaid in accordance with the terms set forth in the GHS Note. The GHS Note also contains 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 GHS Note in the event of such defaults. In the event of default, at the option of GHS and in GHS’s sole discretion, GHS may consider the GHS Note immediately due and payable.

On August 17, 2016, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“Crossover SPA”) with Crossover Capital Fund I, LLC (“Crossover”), dated August 17, 2016, providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $105,264 (the “Crossover Notes”), with the first note having an original principal balance of $52,632 (“Crossover Note I”) and the second note having an original principal balance of $52,632 (“Crossover Note II” and collectively with Crossover Note I, the “Crossover Notes”). Crossover Note I has been funded, with the Company receiving net proceeds of $50,000 (net of original issue discount). With respect to Crossover Note II, Crossover issued a secured note to the Company in the same amount as initial payment for Crossover Note II (“Company Secured Note”).

The funding of Crossover Note II is due by February 17, 2017 and is subject to certain conditions as described in the Company Secured Note, including that the Company meets the “current information requirements” of Rule 144 promulgated under the Securities Act of 1933, as amended. Crossover is required to pay the principal amount of the Company Secured Note in cash and in full prior to executing any conversions under Crossover Note II. The Crossover Notes bear an interest rate of 10%, which is payable in the Company’s common stock (“Interest Shares”) based on the conversion formula (as defined below), and are due and payable before or on August 17, 2017, provided that the holder of the Crossover Notes may at any time send in a notice of conversion to the Company for interest shares and the dollar amount converted into interest shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of the applicable note on the date of such notice. The Crossover Notes (subject to funding in the case of Crossover Note II) may be converted by Crossover at any time into shares of Company’s common stock at a price equal to the lower of (i) $0.10 per share or (ii) a 37.5% discount to the lowest closing bid price of the Company’s common stock as reported on the OTCQB for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent.

The Crossover Notes are long-term debt obligations that are material to the Company. The Crossover Notes may be prepaid in accordance with the terms set forth in the Crossover Notes. The Crossover 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 Crossover Notes in the event of such defaults. In the event of default, at the option of Crossover and in Crossover’s sole discretion, Crossover may consider the Crossover Notes immediately due and payable.

The foregoing description of the terms of the GHS SPA, GHS Note, Crossover SPA, Crossover Note I, Crossover Note II, and Company 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 10.2, Exhibit 4.2, Exhibit 4.3, and Exhibit 10.3 to this Current Report on Form 8-K.