Current Report Filing (8-k)
September 02 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): August 29, 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
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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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
1.01 Entry into a Material Definitive Agreement.
On
August 29, 2016, PositiveID Corporation (the “Company”) entered into a Reserve Equity Financing Agreement (the “Investment
Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC
(“GHS”). Under the terms of the Investment Agreement, GHS has agreed to provide the Company with up to $7,000,000
of funding in the form of purchases of shares of the Company’s common stock. GHS will only make these purchases after a
registration statement on Form S-1 registering these future shares is declared effective by the Securities and Exchange Commission
(the “SEC”).
Following
effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated
to purchase registered shares of the Company’s common stock based on the investment amount specified in each put notice.
The maximum amount that the Company shall be entitled to put to GHS in each put notice shall be equal to twice the average of
the daily trading volume for the Company’s common stock during the five trading days preceding the put date, so long as
such amount does not exceed 9.99% of the outstanding shares of the Company. Pursuant to the Investment Agreement, GHS and its
affiliates will not be permitted to purchase and the Company many not put registered shares of the Company’s common stock
to GHS that would result in GHS’s beneficial ownership totaling more than 9.99% of the Company’s outstanding common
stock. The price of each put registered share shall be equal to 80% percent of the lowest volume-weighted average price of the
Company’s common stock for the five consecutive trading days preceding the date on which the applicable put notice is delivered
to GHS. No put will be made in an amount lower than $5,000 or greater than $250,000 without the prior approval of GHS. There will
be a minimum of 10 trading days between put notices unless agreed to otherwise by GHS in writing. Puts may be delivered by the
Company to GHS until the earlier of 24 months after the SEC first declares the registration statement on Form S-1 effective or
the date on which GHS has purchased an aggregate of $7,000,000 worth of put registered shares.
The
foregoing description of the terms of the Investment Agreement and Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by the complete text of the documents attached as Exhibit 10.1 and Exhibit 10.2 to this Current
Report on Form 8-K.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 2, 2016, the Company filed a Certificate of Elimination for its Series C Convertible Preferred Stock (“Series
C”), Series F Convertible Preferred Stock (“Series F”), and Series H Convertible Preferred Stock (“Series
H”) (“Certificate of Elimination”) with the Delaware Secretary of State to eliminate from its Second Amended
and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), all references to the
Company's Series C, Series F, and Series H. No shares of the Series C, Series F, or Series H were issued or outstanding upon filing
of the Certificate of Elimination.
A
copy of the Certificate of Elimination, which became effective on September 2, 2016, is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number
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Description
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3.1
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Certificate of Elimination to Eliminate the Company’s Series
C Convertible Preferred Stock, Series F Convertible Preferred Stock, and Series H Convertible Preferred Stock
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10.1
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Reserve
Equity Financing Agreement, dated August 29, 2016, with GHS Investments LLC
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10.2
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Registration
Rights Agreement, dated August 29, 2016, with GHS Investments LLC
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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:
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September
2, 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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