Current Report Filing (8-k)
May 26 2017 - 4:33PM
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): May 22, 2017
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
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(Commission
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(IRS
Employer
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
May 22, 2017, PositiveID Corporation (the “Company”) entered into a Securities Purchase Agreement (“Essex SPA”)
with Essex Global Investment Corp. (“Essex”) for the purchase of a Convertible Redeemable Note in the aggregate
principal amount of $50,000 (the “Essex Note”). The Essex Note has been funded, with the Company receiving $45,000
of net proceeds (net of legal fees and original issue discount). The Essex Note bears an interest rate of 10%, and is due and
payable on May 22, 2018. The Essex Note may be converted by the Investor at any time into shares of Company’s common stock
(as determined in the Essex Note) at a price equal to 65% of the lowest closing bid price of the common stock as reported on the
OTC Link ATS owned by OTC Markets Group for the 20 prior trading days including the day upon which a notice of conversion is received
by the Company.
On
May 23, 2017, the Company entered into a Securities Purchase Agreement (“PowerUp SPA”) with PowerUp Lending
Group Ltd. (“PowerUp”) for the purchase of a Convertible Promissory Note in the aggregate principal amount
of $53,000 (the “PowerUp Note”). The Power Up Note has been funded, with the Company receiving $50,000 of net
proceeds (net of fees). The PowerUp Note bears an interest rate of 8%, and is due and payable on May 23, 2018. The PowerUp
Note may be converted by the Investor at any time into shares of Company’s common stock (as determined in the PowerUp
Note) at a price equal to 65% of the average of the lowest five closing bid prices of the common stock as reported on the OTC
Link ATS owned by OTC Markets Group for the 10 prior trading days.
The
Essex Note and PowerUp Note (collectively, the “Notes”) are long-term debt obligations that are material to the Company.
The Notes may be prepaid in accordance with the terms set forth in the Notes. The Notes also contain certain representations,
warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the SEC,
and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. In the event of
default, at the option of the Investor and in the Investor’s sole discretion, the Investor may consider the Notes immediately
due and payable.
The
foregoing description of the terms of the Essex SPA, PowerUp SPA, and Notes, does not purport to be complete and is qualified
in its entirety by the complete text of the documents attached as, respectively, Exhibit 10.1, Exhibit 10.2, Exhibit 4.1, and
Exhibit 4.2 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 note are incorporated herein. The issuance of the securities set forth herein was made in reliance
on the exemption provided by Section 4(a)(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(a)(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 securities is an accredited investor. Since May 5, 2017, the Company
has issued, in reliance upon Section 4(a)(2) of the Securities Act, 346,116 shares of common stock pursuant to conversion notices
of convertible redeemable notes outstanding totaling $24,632.88. The issuance of such convertible notes was previously disclosed
in the Company’s periodic reports filed with the SEC.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 19, 2017, an amendment to the Third Amended and Restated Certificate of Incorporation, as amended, (the “Amendment”)
of PositiveID Corporation (“PositiveID” or the “Company”) became effective, and on May 23, 2017, and the
Company implemented a 1-for-3,000 reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding
common stock (the “Common Stock”).
As
a result of the Reverse Stock Split, each 3,000 shares of the Company’s issued and outstanding Common Stock automatically,
and without any action on the part of the respective holders, became one (1) issued and outstanding share of Common Stock. No
scrip or fractional share certificates will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would
be entitled to receive fractional shares because they hold a number of shares of the Company’s common stock not evenly divisible
by the reverse split ratio will be entitled, upon surrender of certificate(s) representing such shares, to a cash payment in lieu
thereof. The cash payment will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise
be entitled by (b) the per share closing sales price of the Company’s Common Stock on the effective date of the Reverse
Stock Split.
As
described in the Company’s Information Statement which was filed with the Securities and Exchange Commission on April 13,
2017, the Company’s stockholders authorized the Company’s Board of Directors to effect a reverse split of the Company’s
Common Stock in a ratio in the range of 1 for 1,000 to 1 for 3,000 as set forth in more detail in the information statement. Thereafter,
the Company’s Board of Directors determined to effect the Reverse Stock Split and authorized the implementation of such
split and filing of the Amendment.
Item
8.01. Other Events.
As
a result of the Reverse Stock Split, the number of issued and outstanding shares of the Company’s Common Stock was reduced
from approximately 11,500,000,000 to approximately 3,900,000. The Reverse Stock Split affected all issued and outstanding
shares of the Company’s Common Stock, as well as all Common Stock underlying convertible notes, warrants, convertible preferred
stock and stock options outstanding immediately prior to the Reverse Stock Split.
In
connection with the Reverse Stock Split, Stockholders holding physical share certificates will receive instructions from the Company’s
transfer agent, VStock Transfer, LLC, regarding the process for exchanging their pre-split share certificates for new share certificates.
Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action
and will see the impact of the Reverse Stock Split reflected in their accounts. Beneficial holders may contact their bank, broker,
or nominee for more information. Following the Reverse Stock Split, certificates evidencing pre-split shares of Common Stock will
evidence only the right to receive a certificate evidencing post-split shares.
The
Common Stock will continue to trade on the OTCQB under the ticker symbol PSID. The ticker symbol will temporarily be appended
with a “D” to signify the effectiveness of the Reverse Stock Split for a period of 20 trading days. The post-split
Common Stock will trade under a new CUSIP number, 73740J506.
On
May 23, 2017, the Company issued a press release announcing the Reverse Stock Split. The press release furnished herewith as Exhibit
99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, and is not
incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number
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Description
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3.1
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Second
Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, as Amended, of PositiveID Corporation
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4.1
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Form
of 10% Convertible Redeemable Note, dated May 22, 2017, with Essex Global Investment Corp.
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4.2
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Form
of 8% Convertible Promissory Note, dated May 23, 2017, with PowerUp Lending Group Ltd.
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10.1
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Form
of Securities Purchase Agreement, dated May 22, 2017, with Essex Global Investment Corp.
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10.2
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Form
of Securities Purchase Agreement, dated May 23, 2017, with PowerUp Lending Group Ltd.
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99.1
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Press
Release dated May 23, 2017
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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 26, 2017
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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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