Current Report Filing (8-k)
May 20 2016 - 3:51PM
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 17, 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
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):
[ ] 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”) 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 17, 2016, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“SPA”) with
Essex Global Investment Corp. (“Essex”) providing for the purchase of a Convertible Redeemable Note (“Note”)
in the aggregate principal amount of $55,000. The Note has been funded. The Note bears interest at the rate of 10% per annum,
and is due and payable on May 17, 2017. The Note may be converted by Essex at any time into shares of Company’s common stock
(as determined in the Note).
The Note is a long-term
debt obligation that is material to the Company. The Note may be prepaid in accordance with the terms set forth in the Note. The
Note also contains 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 Note in
the event of such defaults. In the event of default, at the option of Essex and in Essex's sole discretion, Essex may consider
the Note immediately due and payable.
The
foregoing description of the terms of the SPA and Note do not purport to be complete and are qualified in its entirety by the
complete text of the documents attached as Exhibit 4.1 and Exhibit 10.1 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 description in Item
1.01 of the Note that is convertible into the Company’s equity securities at the option of the holder of the Note are incorporated
herein. The issuance of the Note set forth herein was made in reliance on the exemption provided by Section 4(2) of 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(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 Note was an accredited investor.
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 10% Convertible Redeemable Note, dated May 17, 2016, with Essex Global Investment Corp.
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10.1
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Form
of Securities Purchase Agreement, dated May 17, 2016, with Essex Global Investment Corp.
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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 20, 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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