Current Report Filing (8-k)
September 15 2017 - 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): September 11, 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
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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
September 11, 2017, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“GHS SPA”)
with GHS Investments, LLC (“GHS”), providing for the purchase of a Secured Convertible Promissory Note in the aggregate
principal amount of up to $137,500 (the “GHS Note”), with the first tranche funded being in the amount of $75,000,
net of original issue discount (“OID”). A subsequent tranche of $50,000, net of OID, may be delivered to the Company
at the sole discretion of GHS. The GHS Note has a 10% OID 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 off the lowest
closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date. The
GHS Note is secured by all property of the Company. As set forth in the SPA, however, the GHS Note ranks junior to the security
interests of three other creditors of the Company.
On
September 12, 2017, the Company entered into 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 $104,000
(the “Union Notes”), with the first note being in the amount of $52,000 (“Union Note I”), and the second
note being in the amount of $52,000 (“Union Note II”). Union Note I has been funded, with the Company receiving $47,500
of net proceeds (net of OID and legal fees). Union Note II will initially be paid for by the issuance of an offsetting $50,000
note issued to the Company by Union (the “Collateralized Note”). The funding of Union Note II is subject to the mutual
agreement of Union and the Company. Union is required to pay the principal amount of the Union Note in cash and in full prior
to executing any conversions under Union Note II. The Union Notes bear an interest rate of 12%, and are due and payable on September
12, 2018. 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 Collateralized Note
by Union before conversions may be made. The Union Notes (subject to funding in the case of Union Note II) may be converted by
Union at any time into shares of Company’s common stock at a price equal to 62.5% of the lowest closing bid price of the
common stock as reported on the OTC Link ATS owned by OTC Markets Group for the 15 prior trading days including the day upon which
a notice of conversion is received by the Company.
The
GHS Note and Union Notes (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 GHS and/or Union (collectively, the “Investors”) and in the Investors’ sole discretion,
the Investors may consider the Notes immediately due and payable.
The
foregoing description of the terms of the GHS SPA, GHS Note, Union SPA, Union Notes and Collateralized Note, 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 4.1, Exhibit 10.2, Exhibit 4.2, Exhibit 4.3, and Exhibit 10.3 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 August 25, 2017, the Company
has issued, in reliance upon Section 4(a)(2) of the Securities Act, 25,080,909 shares of common stock pursuant to conversion
notices of convertible redeemable notes outstanding totaling $177,223.12. The issuance of such convertible notes was previously
disclosed in the Company’s periodic reports filed with the SEC.
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 Secured Convertible Promissory Note, dated September 11, 2017, with GHS Investments, LLC
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4.2
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Form of 12% Convertible Redeemable Note, dated September 12, 2017, with Union Capital, LLC
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4.3
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Form of 12% Convertible Redeemable Back-End Note, dated September 12, 2017, with Union Capital, LLC
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10.1
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Form of Securities Purchase Agreement, dated September 11, 2017, with GHS Investments, LLC
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10.2
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Form of Securities Purchase Agreement, dated September 12, 2017, with Union Capital, LLC
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10.3
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Form of Union Capital, LLC Collateralized Secured Promissory Note, dated September 12, 2017, 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:
September 15, 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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