Current Report Filing (8-k)
July 25 2018 - 5:02PM
Edgar (US Regulatory)
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): July 23, 2018
POSITIVEID
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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001-33297
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06-1637809
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K (this “Report”) and any related statements of representatives and partners of PositiveID
Corporation (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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The
Company has been funded historically with convertible debt instruments with a group of lenders (the “Lenders”). As
of March 31, 2018, the balance of short-term convertible debt and accrued interest, net of discounts and premiums, on the Company’s
balance sheet was $6,652,000. On or about July 23, 2018, via phone calls with principals from the three largest of the Lenders
(who hold approximately 90% of the Company’s outstanding convertible debt) to the Company’s chief executive officer,
the Lenders informed the Company that they will no longer fund the Company’s funding requirements. As a result, on July
24, 2018, the Company terminated all eleven (11) of its full-time employees and its one consultant. The Company is no longer accruing
compensation to these employees and the consultant and does not expect to incur material charges related to these terminations
under U.S. generally accepted accounting principles.
As
of July 25, 2018, none of the Company’s convertible debt has been accelerated. The Company expects, however, that within
one (1) month, due to the Company’s liquidity and capitalization deficiencies and associated impacts, one or more events
of default under the terms of the Company’s convertible debt agreements will occur. At that point, all of the principal
and interest and default fees will be immediately due and payable.
In
connection with the Company’s lenders informing the Company that they will no longer fund the Company’s funding requirements,
the Company’s management and Board of Directors has committed the Company to selling its wholly-owned subsidiary Thermomedics,
Inc. (“Thermomedics”) and to selling its majority-owned subsidiary ExcitePCR Corporation (“ExcitePCR”).
If one or both of these subsidiaries are sold, there may, depending on the sale prices, be material charges for impairment to
one or more of the Company’s assets related to the sales. The Company is currently unable in good faith to make a determination
of an estimate of the amount or range of amounts of the impairment charges expected to be incurred in connection with these activities.
The
Company has contacted parties who have shown interest in ExcitePCR and Thermomedics, as well as other interested parties, to seek
a potential acquiror for both ExcitePCR and Thermomedics. While the Company will use its best efforts to maximize the value of
its assets, there are currently no firm commitments to purchase either subsidiary, or for any additional financings, and no assurances
can be given that the Company will be able to raise the necessary capital to continue its operations and execute its business
plan.
Item
2.06 Material Impairments.
The
information set forth in Item 2.04 of this Report is incorporated by reference into this Item 2.06.
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.
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POSITIVEID
CORPORATION
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Date:
July 25, 2018
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By:
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/s/
William J. Caragol
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Name:
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William
J. Caragol
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Title:
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Chief
Executive Officer
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