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): June 2, 2016
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 Number) |
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 June 2, 2016, PositiveID Corporation (the “Company”) closed a Securities Purchase Agreement (“Union SPA”) with Union Capital, LLC (“Union”), providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $624,000 (the “Union Notes”), with the first note being in the amount of $312,000 (“Union Note I”) and the second note being in the amount of $312,000 (“Union Note II”). Union Note I has been funded, with the Company receiving $300,000 of net proceeds (net of original issue discount). With respect to the Union Note II, Union issued a secured note to the Company in the same amount to offset the Union Note II (“Union Secured Note”). The funding of Union Note II is subject to certain conditions as described in Union Note II. Union is required to pay the principal amount of the Union Secured Note in cash and in full prior to executing any conversions under the Union Note II. The Union Notes bear an interest rate of 12%, and are due and payable on June 2, 2017. The Union Notes may be converted by Union at any time into shares of Company’s common stock (as determined in the Notes) calculated at the time of conversion, except for Union Note II, which requires full payment of the Union Secured Note by Union before conversions may be made.
The Union Notes are long-term debt obligations that are material to the Company. The Union Notes may be prepaid in accordance with the terms set forth in the Union Notes. The Union Notes also contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission, and increases in the amount of the principal and interest rates under the Union Notes in the event of such defaults. In the event of default, at the option of Union and in Union’s sole discretion, Union may consider the Union Notes immediately due and payable.
The foregoing description of the terms of the Union SPA, Union Note I, Union Note II, and Union Secured Note, do not purport to be complete and are qualified in its entirety by the complete text of the documents attached as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 10.2 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 descriptions in Item 1.01 of the notes issued by the Company that are convertible into the Company’s equity securities at the option of the holder of the notes are incorporated herein. The issuance of the notes set forth herein was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (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 | | Description |
| | | |
| 4.1 | | Form of 12% Convertible Redeemable Note, dated June 2, 2016, with Union Capital, LLC |
| | | |
| 4.2 | | Form of 12% Convertible Redeemable Note, dated June 2, 2016, with Union Capital, LLC |
| | | |
| 10.1 | | Form of Securities Purchase Agreement, dated June 2, 2016, with Union Capital, LLC |
| | | |
| 10.2 | | Form of Union Capital, LLC Collateralized Note, dated June 2, 2016, with PositiveID Corporation |
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.
| | POSITIVEID CORPORATION |
| | |
| Date: June 3, 2016 | By: | /s/ William J. Caragol |
| | Name: | William J. Caragol |
| | Title: | Chief Executive Officer |
