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): March 18, 2013
POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE | | 001-33297 | | 06-1637809 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1690 SOUTH CONGRESS AVENUE, SUITE 201 DELRAY BEACH, FLORIDA | | 33445 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 561-805-8008
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(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:
oWritten 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 1.01. Entry into a Material Definitive Agreement
On March 18, 2013, PositiveID Corporation, a Delaware corporation (“PositiveID”), entered into an Intercreditor and Non-Disturbance Agreement (the “Agreement”) among PositiveID and MicroFluidic Systems; VeriGreen Energy Corporation, Steel Vault Corporation, IFTH NY Sub, Inc., and IFTH NJ Sub, Inc.; The Boeing Company (“Boeing”); and TCA Global Credit Master Fund, LP (“TCA”). The Agreement sets forth the agreement of Boeing and TCA as to their respective rights and obligations with respect to the Boeing Collateral (as defined below) and the TCA Collateral (as defined below) and their understanding relative to their respective positions in the Boeing Collateral and the TCA Collateral.
The Boeing Collateral includes, among other things, all Intellectual Property Rights (as defined in the Agreement) in the MBAND Technology (as defined in the Agreement), including without limitation certain patents and patent applications set forth in the Agreement. The TCA Collateral includes any and all property and assets of PositiveID. The liens of Boeing on the Boeing Collateral are senior and prior in right to the liens of TCA on the Boeing Collateral and such liens of TCA on the Boeing Collateral are junior and subordinate to the liens of Boeing on the Boeing Collateral.
A copy of the Agreement will be filed as an Exhibit to PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2012. The description of certain terms of the Agreement set forth herein do not purport to be complete and are qualified in their entirety by the provisions of such Agreement.
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 | |
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Date: March 22, 2013 | By: | /s/ William J. Caragol | |
| | William J. Caragol | |
| | Chief Executive Officer | |
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