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POSITIVEID Corp Form 8-K: Current report, 2013

POSITIVEID Corp Form 8-K: Current report

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

  • 2013-12-19: Form 8-K; Period of report 2013-12-18; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
  • 2013-12-10: Form 8-K; Period of report 2013-12-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2013-11-14: Form 8-K; Period of report 2013-11-08; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2013-11-12: Form 8-K; Period of report 2013-11-05; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-12-198-K2013-12-181.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
5.03 On December 19, 2013, the Company, in accordance with Section 151(g) of the Delaware General Corporation Law, filed an Amended and Restated Certificate of Designation of Series F Preferred Stock (the “Amended Certificate of Designation”).
psid20131218_8k.htm
2013-12-108-K2013-12-107.01 Regulation FD Disclosure7.01 On December 10, 2013, PositiveID Corporation (“PositiveID”) announced it conducted an audio interview with SmallCapVoice.com, Inc. which is posted at http://smallcapvoice.com/blog/12-26-12-smallcapvoice-interview-with-positiveid-corporation-psid.psid20131209_8k.htm
2013-11-148-K2013-11-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.i12416.htm
2013-11-128-K2013-11-055.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On November 5, 2013, the Company, in accordance with Section 151(g) of the Delaware General Corporation Law, filed an Amended and Restated Certificate of Designation of Series I Preferred Stock (the “Amended Certificate of Designation”).i12410.htm
2013-10-048-K2013-09-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 The information provided under Item 5.02 herein is incorporated into this Item 3.02 by reference.
5.02 On September 30, 2013, the Board of Directors of PositiveID Corporation (the “Company” or “PositiveID”) agreed to satisfy $1,003,000 of accrued compensation owed to its directors, officers and management (collectively, the “Management”) through a Liability Reduction Plan (the “Plan”).
5.03 The information provided under Item 5.02 herein is incorporated into this Item 5.03 by this reference.
psid20131004_8k.htm
2013-08-308-K2013-08-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Ironridge is an accredited investor, Ironridge had access to information about the Company and their investment, Ironridge took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
psid20130829_8k.htm
2013-07-108-K2013-07-081.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On July 8, 2013, PositiveID Corporation, a Delaware corporation (“PositiveID or the “Company””), entered into a Letter Agreement (the “Letter Agreement”) with VeriTeQ Acquisition Corporation (“VeriTeQ”), to amend certain terms of several agreements between PositiveID and VeriTeQ.
5.02 Compensatory Arrangements of Certain Officers.
i12299.htm
2013-06-078-K2013-06-051.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 Reference is made to the disclosures set forth under Item 1.01 of this Report, with disclosures incorporated herein by reference.
psid20130607_8k.htm
2013-05-108-K2013-05-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On May 10, 2013, PositiveID Corporation (the “Company”) entered into an investment agreement with IBC Funds LLC (“IBC”), a Nevada limited liability company (the “Investment Agreement”).
3.02 The information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.
i12236.htm
2013-04-268-K/A2013-04-189.01 Financial Statements and Exhibitsi12202.htm
2013-04-228-K2013-04-185.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.03 On April 18, 2013, the stockholders of PositiveID Corporation (the “Company”) voted to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to affect a reverse stock split of the Company's common stock.
5.07 On April 18, 2013, the Company held a Special Meeting of Stockholders (the “Special Meeting”).
8.01 On April 22, 2013, the Company entered into a Letter Agreement with VeriTeQ Acquisition Corporation ("VeriTeQ").
psid20130422_8k.htm
2013-03-258-K2013-03-257.01 Regulation FD Disclosure7.01 On March 25, 2013, PositiveID Corporation (“PositiveID”) issued a press release announcing it published a report on market opportunities and positioning for its M-BAND (Microfluidic Bio-agent Autonomous Networked Detector) and Dragonfly technologies.i12144.htm
2013-03-228-K2013-03-181.01 Entry into a Material Definitive Agreement1.01 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”).psid20130320_8k.htm
2013-02-218-K2013-02-151.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On February 20, 2013, PositiveID Corporation, a Delaware corporation, (“PositiveID”), issued a press release announcing it entered into an Agreement (the “Agreement”) with Smart Glucose Meter Corp., a New York corporation (“SGMC”), Easy Check Medical Diagnostics, LLC, a Florida limited liability company (“Easy Check”), Easy-Check Medical Diagnostic Technologies Ltd., an Israeli company (“Easy Check Israel”), and Benjamin Atkin, an individual (“Atkin”), pursuant to which PositiveID has licensed its iglucose™ technology to SGMC for up to $2 million based on potential future revenues of glucose test strips sold by SGMC.
7.01 On February 20, 2013, PositiveID issued a press release announcing the license of iglucose to SGMC.
psid20130220_8k.htm
2013-01-188-K2013-01-161.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
1.02 On January 16, 2013, that certain Security Agreement (the “H&K Security Agreement”), dated as of July 9, 2012, between the Company and Holland & Knight LLP (“H&K”), and previously disclosed in and filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2012 as part of the Company’s Current Report on Form 8-K, was terminated.
2.03 On January 16, 2013, the Company issued the First Debenture in favor of TCA.
3.02 The information provided under Item 1.01 and Item 2.03 herein is incorporated into this Item 3.02 by this reference.
i12077.htm
2013-01-108-K2013-01-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
3.02 On January 8, 2013, the compensation committee (the “Compensation Committee”) of the Board of Directors (“the Board”) of PositiveID Corporation (the “Company”) granted an aggregate of 29,450,000 shares of restricted common stock (the “Restricted Stock”) to its chief executive officer, directors and certain other employees.
5.02 On January 8, 2013, the Compensation Committee of the Company agreed to satisfy certain contractual obligations totaling $300,000 under the First Amendment to Employment and Non-Compete Agreement, dated December 7, 2011, between the Company and William J. Caragol (the “First Amendment”) through the issuance of 18,472,907 shares of common stock from the Company’s authorized and unissued shares to William J. Caragol, the Company’s chief executive officer (the “Contractual Obligations Stock”).The Restricted Stock was issued at a 25% premium to the closing bid price of the Company’s common stock on January 8, 2012.
i12068.htm
2013-01-098-K2013-01-037.01 Regulation FD Disclosure7.01 On January 3, 2013, PositiveID Corporation (“PositiveID”) announced it conducted an audio interview with SmallCapVoice.com, Inc. which is posted at http://smallcapvoice.com/blog/12-26-12-smallcapvoice-interview-with-positiveid-corporation-psid.a12067.htm