Amended Statement of Ownership (sc 13g/a)
April 03 2015 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 01)*
VeriTeQ Corporation
(Name of Issuer)
Common Stock, $0.00001 par value
per share
(Title of Class of Securities)
923449 201
(CUSIP Number)
March 31, 2015
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
| * | The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
13G/A
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|
|
CUSIP No. 923449 201 |
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Page 2 of 4 Pages |
1 |
|
Names of reporting persons/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
PositiveID Corporation (EIN
06-1637809) |
2 |
|
Check the appropriate box if a member of a group
(a) ¨ (b) ¨
|
3 |
|
SEC use only
|
4 |
|
Citizenship or place of organization
United States |
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5 |
|
Sole voting power
1,679,787* |
|
6 |
|
Shared voting power
0 |
|
7 |
|
Sole dispositive power
1,679,787* |
|
8 |
|
Shared dispositive power
0 |
9 |
|
Aggregate amount beneficially owned by each reporting
person
1,679,787* |
10 |
|
Check if the aggregate amount in Row (9) excludes certain
shares ¨
|
11 |
|
Percent of class represented by amount in Row (9)
5.5%
(based on 30,802,114 shares of common stock outstanding as of March 31, 2015) |
12 |
|
Type of reporting person
IN |
| * | Excludes shares
of common stock issuable upon conversion of (1) a warrant agreement dated November 13, 2013 providing for the issuance of the
common shares pursuant to the terms of the warrant which contains a blocker prohibiting the holder from converting such warrant
to the extent such conversion would cause the holder to hold in excess of 9.99% of the Issuer’s issued and outstanding common
stock (the “Blocker”), (2) a convertible promissory note in the principal amount of $222,115, dated October 20, 2014
which contains a Blocker, (3) a convertible promissory note in the principal amount of $60,000, dated October 20, 2014, which
contains a Blocker, and (4) a convertible promissory note in the principal amount of $40,000 dated January 30, 2015, which contains
a Blocker. All conversion prices in the warrant and notes are variable and are subject to adjustment, as set forth in such warrant
and notes. |
13G/A
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CUSIP No. 923449 201 |
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Page 3 of 4 Pages |
Item 1(a) |
Name of Issuer: |
VeriTeQ
Corporation
Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
3333 S. Congress Ave., Suite 401
Delray Beach, FL 33445
Item 2(a) |
Name of Person Filing: |
PositiveID Corporation, the “Reporting
Person.”
Item 2(b) |
Address of Principal Business Office or, If None, Residence |
1690 S. Congress Ave., Suite 201
Delray Beach, FL 33445
United States
Item 2(d) |
Title of Class of Securities: |
Common Stock, $0.00001 par value
923449 201
Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| (a) | Amount Beneficially
Owned: 1,679,787* |
|
(b) |
Percent of Class: 5.5% (based on 30,802,114 shares of common stock outstanding as of March 31, 2015) |
|
(c) |
Number of shares as to which the person has: |
| (i) | Sole power to vote or direct
the vote: 1,679,787* |
|
(ii) |
Shared power to vote or direct the vote: 0 |
|
(iii) |
Sole power to dispose or to direct the disposition of: 1,679,787* |
|
(iv) |
Shared power to dispose or to direct the disposition of: 0 |
| * | Excludes shares
of common stock issuable upon conversion of (1) a warrant agreement dated November 13, 2013 providing for the issuance of the
common shares pursuant to the terms of the warrant which contains a blocker prohibiting the holder from converting such warrant
to the extent such conversion would cause the holder to hold in excess of 9.99% of the Issuer’s issued and outstanding common
stock (the “Blocker”), (2) a convertible promissory note in the principal amount of $222,115, dated October 20, 2014
which contains a Blocker, (3) a convertible promissory note in the principal amount of $60,000, dated October 20, 2014, which
contains a Blocker, and (4) a convertible promissory note in the principal amount of $40,000 dated January 30, 2015, which contains
a Blocker. All conversion prices in the warrant and notes are variable and are subject to adjustment, as set forth in such warrant
and notes. |
13G/A
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CUSIP No. 923449 201 |
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Page 4 of 4 Pages |
Item 5. |
Ownership of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
¨ .
Not applicable.
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. |
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
Item 9. |
Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 3, 2015
By: |
/s/ William J. Caragol |
|
Name: |
William J. Caragol |
|
|
CEO, PositiveID Corporation |
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