UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2014
POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
| DELAWARE | | 001-33297 | | 06-1637809 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1690 SOUTH CONGRESS AVENUE, SUITE 201
DELRAY BEACH, FLORIDA | | 33445 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:561-805-8000
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws |
On December 8, 2014, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) to increase its authorized capital stock from 475,000,000 shares to 975,000,000 shares, consisting of 970,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. A copy of the Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | | | |
| | Exhibit Number | | Description |
| | 3.1 | | Fifth Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of PositiveID Corporation, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PositiveID Corporation |
| | |
| | |
| Date: December 12, 2014 | /s/ William J. Caragol |
| | |
| | William J. Caragol |
| | Chief Executive Officer |
