UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VeriTeQ Corporation
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
923449 201
(CUSIP Number)
February 26, 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:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | 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
| CUSIP No. 923449 201 | 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
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| 4 | Citizenship or place of organization United States
|
Number of shares beneficially owned by each reporting person with
| 5 | Sole voting power 140,000*
| ||
| 6 | Shared voting power 0
| |||
| 7 | Sole dispositive power 140,000*
| |||
| 8 | Shared dispositive power 0
|
| 9 | Aggregate amount beneficially owned by each reporting person 140,000*
| |
| 10 | Check if the aggregate amount in Row (9) excludes certain shares ¨
| |
| 11 | Percent of class represented by amount in Row (9) 7.7% (based on 1,811,800 shares of common stock outstanding as of February 25, 2015)
| |
| 12 | Type of reporting person IN
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| * | 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 warrantwhich 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 amountof $222,115, dated October 20, 2014which contains a Blocker, (3) a convertible promissory note in the principal amountof $60,000, dated October 20, 2014which contains a Blocker, and (4) a convertible promissory note in the principal amountof $40,000 dated January 30, 2015which 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
| CUSIP No. 923449 201 | 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
| Item 2(c) | Citizenship: |
United States
| Item 2(d) | Title of Class of Securities: |
Common Stock, $0.00001 par value
| Item 2(e) | CUSIP Number: |
923449 201
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: 140,000* |
| (b) | Percent of Class: 7.7% (based on 1,811,800 shares of common stock outstanding as of February 25, 2015) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 140,000* |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 140,000* |
| (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 warrantwhich 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 amountof $222,115, dated October 20, 2014which contains a Blocker, (3) a convertible promissory note in the principal amountof $60,000, dated October 20, 2014which contains a Blocker, and (4) a convertible promissory note in the principal amountof $40,000 dated January 30, 2015which 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
| CUSIP No. 923449 201 | 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.
| Item 10. | Certifications |
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: February 26, 2015
| By: | /s/ William J. Caragol | ||
| Name: | William J. Caragol | ||
CEO, PositiveID Corporation | |||
