Withdrawal of Registration Statement (rw)
August 23 2018 - 8:02AM
Edgar (US Regulatory)
PositiveID
Corporation
1690
South Congress Avenue, Suite 201
Delray
Beach, FL 33445
August
23, 2018
VIA
EDGAR
Amanda
Ravitz, Assistant Director
Office
of Electronics and Machinery
Mail
Stop 3030
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street N.E.
Washington,
D.C. 20549
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Re:
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PositiveID
Corporation (the “Company”)
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Registration
Statement on Form S-1 (File No. 333-213920)
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby respectfully
requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective
as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration Statement on Form S-1
(File No. 333-213920), together with all exhibits thereto, initially filed with the Commission on September 30, 2016 (the “Registration
Statement”).
The
Company has determined at this time not to proceed with the financing agreement that would have permitted us to “put”
shares of our common stock to the selling stockholder named in the Registration Statement. The Registration Statement related
to the resale of the shares of common stock to be issued under the financing agreement and requests that the Commission consent
to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the
protection of investors, as contemplated by paragraph (a) of Rule 477 under the Securities Act.
The
Registration Statement was not declared effective and no securities were issued or sold pursuant to the Registration Statement.
In accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited as an offset to the filing fees for future registration statements.
Respectfully,
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PositiveID
Corporation
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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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