POSITIVEID Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2009-11-27: Form 8-K; Period of report 2009-11-25; Description 8.01 Other Events; Details 8.01.
- 2009-11-10: Form 8-K; Period of report 2009-11-10; Description 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2009-10-07: Form 8-K; Period of report 2009-10-06; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2009-10-01: Form 8-K; Period of report 2009-10-01; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2009-11-27 | 8-K | 2009-11-25 | 8.01 Other Events | 8.01 On November 25, 2009, Blue Moon Energy Partners, LLC, a Florida limited liability company (“Blue Moon”), entered into a pre-arranged stock trading plan with a brokerage firm to sell a limited amount of common stock, par value $0.01 per share (the “Common Stock”), of PositiveID Corporation, a Delaware corporation (the “Company”), designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policies regarding stock transactions (the “10b5-1 Plan”). | c93169e8vk.htm |
| 2009-11-10 | 8-K | 2009-11-10 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 On November 10, 2009, pursuant to the terms of the Agreement and Plan of Reorganization, dated as of September 4, 2009, as amended (the “Merger Agreement”), among PositiveID Corporation, a Delaware corporation, formerly known as VeriChip Corporation (“PositiveID”), Steel Vault Corporation, a Delaware corporation (“Steel Vault”), and VeriChip Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of PositiveID (“MergerCo”), MergerCo merged with and into Steel Vault, with Steel Vault surviving and becoming a wholly-owned subsidiary of PositiveID (the “Merger”). 5.02 On November 10, 2009, pursuant to the terms of the Merger Agreement, the PositiveID Board approved the appointment of William J. Caragol, a member of the Steel Vault Board, to serve on the PositiveID Board effective immediately after the effective time of the Merger on November 10, 2009. 8.01 Effective November 10, 2009, Scott R. Silverman, PositiveID’s chief executive officer and executive chairman, William J. Caragol, PositiveID’s president, chief financial officer and director, Jared Shaw, R & R Consulting Partners, LLC, a Florida limited liability company owned by Mr. Silverman (“R&R”), and Blue Moon Energy Partners, LLC, a Florida limited liability company of which Mr. Silverman is a manager and controls a member and Mr. Caragol is a manager and member (“Blue Moon”), entered into a voting agreement pursuant to which Mr. Silverman has voting control over all shares owned by Messrs. | c92366e8vk.htm |
| 2009-10-07 | 8-K | 2009-10-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On October 6, 2009, VeriChip Corporation, a Delaware corporation (the “Company”), entered into a License Agreement with Receptors LLC, a Minnesota corporation (“Receptors”), to obtain an exclusive license to use certain intellectual property of Receptors for internal research, internal development and quality control purposes and to make, sell, offer to sell, import and export tangible products covered by patents and patent applications (the “Licensed Products”) owned by Receptors, including Patent No. 7,504,364 titled “Methods of Making Arrays and Artificial Receptors” and Patent No. 7,469,076 “Sensors Employing Combinatorial Artificial Receptors,” in their application to the development of an implantable glucose sensing device for use in the human body and applicational areas in related fields. | g20750e8vk.htm |
| 2009-10-01 | 8-K | 2009-10-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 1, 2009, VeriChip issued a press release to announce it has regained compliance with the bid price requirement of the Nasdaq Stock Market. | c90659e8vk.htm |
| 2009-09-29 | 8-K | 2009-09-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The Company agreed to issue the Preferred Stock and Common Stock issuable upon conversion of the Preferred Stock in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). 3.03 The information disclosed under Item 1.01 of this report is incorporated into this Item 3.03 in its entirety. 5.03 The information disclosed under Item 1.01 of this report is incorporated into this Item 5.03 in its entirety. 8.01 On September 29, 2009, the Company issued a press release to announce further details of the development of its virus triage detection system for the H1N1 virus. | g20679e8vk.htm |
| 2009-09-24 | 8-K | 2009-09-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On September 21, 2009, VeriChip Corporation, a Delaware corporation (the “Company”), entered into a License Agreement with Receptors LLC, a Minnesota corporation (“Receptors”), to obtain an exclusive license to use certain intellectual property of Receptors for internal research, internal development and quality control purposes and to make, sell, offer to sell, import and export tangible products covered by patents and patent applications (the “Licensed Products”) owned by Receptors, including Patent No. 7,504,364 titled “Methods of Making Arrays and Artificial Receptors” and Patent No. 7,469,076 “Sensors Employing Combinatorial Artificial Receptors,” in their application to the development of the virus triage detection system for the detection and identification of the influenza virus, including, but not limited to the H1N1 virus. | c90411e8vk.htm |
| 2009-09-09 | 8-K | 2009-09-09 | 8.01 Other Events | 8.01 On September 9, 2009, VeriChip Corporation (“VeriChip”) and Steel Vault Corporation (“Steel Vault”) presented jointly to the institutional investors at the Rodman & Renshaw Annual Global Investment Conference in New York, New York. | c90039e8vk.htm |
| 2009-09-08 | 8-K | 2009-09-04 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 8, 2009, VeriChip and Steel Vault issued a joint press release announcing that they had entered into the Merger Agreement. | c90013e8vk.htm |
| 2009-08-31 | 8-K | 2009-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 27, 2009, the board of directors of VeriChip Corporation, a Delaware corporation (the “Company”), appointed Scott R. Silverman as the Company’s chief executive officer. | c89830e8vk.htm |
| 2009-07-23 | 8-K | 2009-07-20 | 8.01 Other Events | 8.01 On July 22, 2009, VeriChip Corporation (the “Company”) issued a press release announcing that it received $4.4 million in escrow proceeds related to the July 2008 sale of its former subsidiary, Xmark Corporation (“Xmark”), to The Stanley Works (“Stanley”). | c88159e8vk.htm |
| 2009-06-05 | 8-K | 2009-06-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c86525e8vk.htm |
| 2009-05-29 | 8-K | 2009-05-27 | 8.01 Other Events | 8.01 On May 29, 2009, VeriChip Corporation (the “Company”) announced that on May 27, 2009 it had received a letter from The Nasdaq Stock Market (“NASDAQ”) stating that, effective at the open of trading on Friday, May 29, 2009, the listing of the Company’s common stock will be transferred from the Nasdaq Global Market to the Nasdaq Capital Market. | c86276e8vk.htm |
| 2009-03-30 | 8-K | 2009-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 27, 2009, VeriChip Corporation (the “Company”) and its Acting Chief Financial Officer, William J. Caragol, entered into a letter agreement (the “New Letter Agreement”), which amends and restates the letter agreement dated December 31, 2008 (the “Original Letter Agreement”). | c83078e8vk.htm |
| 2009-03-18 | 8-K | 2009-03-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c82813e8vk.htm |
| 2009-03-11 | 8-K | 2009-03-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on October 21, 2008, VeriChip Corporation (the “Company”) received a letter from the staff of The NASDAQ Stock Market (the “Nasdaq”) indicating that it is not in compliance with the Nasdaq’s requirements for continued listing because, for the 30 consecutive business days prior to October 16, 2008, the bid price of its common stock closed below the minimum $1.00 per share price requirement for continued listing under Nasdaq Marketplace Rule 4450(a) and, the Company’s common stock had not maintained a minimum market value of publicly held shares of $5 million as required for continued inclusion by the same rule. | c82462e8vk.htm |
| 2009-03-04 | 8-K | 2009-03-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On March 3, 2009, VeriChip Corporation (the “Company”) entered into a settlement agreement related to the previously disclosed lawsuit filed against the Company and other named defendants by Jerome C. Artigliere (“Plaintiff”). | c82037e8vk.htm |
| 2009-01-06 | 8-K | 2008-12-31 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 See the disclosure provided in Item 5.02 below regarding the termination of the letter agreement, dated May 15, 2008, between VeriChip Corporation (the “Company”) and William J. Caragol and the termination of the separation agreement, dated May 15, 2008, as amended, between the Company and Scott R. Silverman. 5.02 On December 31, 2008, the Company and Mr. Caragol, the Company’s former president, chief financial officer, secretary and treasurer, entered into a letter agreement (the “New Letter Agreement”) pursuant to which, effective January 1, 2009, Mr. Caragol serves as the Company’s acting chief financial officer. | c79143e8vk.htm |