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POSITIVEID Corp Form 8-K: Current report, 2010

POSITIVEID Corp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2010-12-03: Form 8-K; Period of report 2010-12-03; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2010-10-15: Form 8-K; Period of report 2010-10-12; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
  • 2010-09-17: Form 8-K; Period of report 2010-09-16; Description 8.01 Other Events; Details 8.01.
  • 2010-09-17: Form 8-K; Period of report 2010-09-13; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2010-12-038-K2010-12-035.07 Submission of Matters to a Vote of Security Holders5.07 (1) Elect six directors to hold office until the 2011 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.i11130.htm
2010-10-158-K2010-10-125.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On October 13, 2010, PositiveID Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Certificate of Designation”).i11061.htm
2010-09-178-K2010-09-168.01 Other Events8.01 On September 16, 2010, the Company issued a press release announcing its proposal to acquire Digital Angel Corporation (“DIGA”).i11029.htm
2010-09-178-K2010-09-133.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On September 13, 2010, PositiveID Corporation, a Delaware corporation (the “Company”), received a letter from the Nasdaq Stock Market (the “Nasdaq”) indicating that the Company is not in compliance with the Nasdaq’s requirements for continued listing because, for the 30 consecutive business days prior to September 13, 2010, the bid price of the Company’s common stock closed below the minimum $1.00 per share price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) (the “Rule”).i11030.htm
2010-09-138-K2010-09-067.01 Regulation FD Disclosure7.01 On September 6, 2010, PositiveID Corporation (“PositiveID”) entered into an agreement with Siemens AG (“Siemens”) to share intellectual property related to identifying a patient’s medical implant by using a radio frequency identification (RFID) microchip inserted into the body.i11025.htm
2010-05-148-K2010-05-102.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities2.02 On March 10, 2010, PositiveID Corporation (the “Company”) issued a press release reporting its financial results for the first quarter ended March 31, 2010 (the “Press Release”).
3.02 Pursuant to the previously disclosed Convertible Preferred Stock Purchase Agreement dated September 29, 2009, between the Company and Optimus Technology Capital Partners, LLC ("Optimus"), the Company issued two tranches of Series A Preferred Stock (the “Preferred Stock”) of 296 and 166 shares at $10,000 per share (the "Series A Liquidation Value") in October and November 2009, respectively.
d26677.htm
2010-04-298-K2010-04-281.01 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 Events1.01 Entry into a Material Definitive Agreement.
3.02 The Company agreed to issue 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 April 29, 2010, the Company presented Socius with a Preferred Notice to purchase $2.3 million of Preferred Stock in a Preferred Tranche.
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2010-03-198-K2010-03-198.01 Other Events8.01 On September 4, 2009, PositiveID Corporation, a Delaware corporation (the “Company”), VeriChip Acquisition Corp., a Delaware corporation and the Company’s wholly-owned subsidiary (the “Acquisition Subsidiary”), and Steel Vault Corporation, a Delaware corporation (“Steel Vault”), signed an Agreement and Plan of Reorganization (the “Merger Agreement”), dated September 4, 2009, as amended, pursuant to which the Acquisition Subsidiary was merged with and into Steel Vault on November 10, 2009, with Steel Vault surviving and becoming the Company’s wholly-owned subsidiary (the “Merger”).g22523e8vk.htm