Item 1.01 Entry Into a Material Definitive Agreement.
On August 18, 2014, PositiveID Corporation (the "Company") closed a Securities
Purchase Agreement (the "Securities Purchase Agreement") with Toledo Advisors
LLC ("Toledo") providing for the purchase of two Convertible Promissory Notes in
the in the aggregate principal amount of $132,600, with the first note being in
the amount of $66,000 and the second note being in the amount of $66,000 (the
"Note" or "Notes"). The Notes contain a $5,000 original issue discount such that
the purchase price of each Note is $61,000. The first Note was funded on
execution of the Note. The second Note shall initially be paid for by the
issuance of an offsetting $61,000 secured note issued by Toledo to the Company.
The funding of the second Note is subject to certain conditions as described in
the second Note. The Notes bear interest at the rate of 8% per annum; are due
and payable on August 13, 2015; and may be converted by Toledo at any time after
180 days of the date of issuance into shares of Company common stock at a
conversion price equal to the lower of: (1) 60% of the three lowest closing bid
prices (as determined in the Notes) calculated at the time of conversion, or (2)
$0.06 per share. The Company may opt out of a closing on the second Note by
giving Toledo written notice of its intent to opt out at least 30 days prior to
the six month anniversary of the second Note. Upon the Company opting out of the
second Note, both parties will have no further obligations under this Note
including the disbursement of the additional funds to the Company and the
repayment by the Company of the second Note to Toledo. The Notes also contain
certain representations, warranties, covenants and events of default, and
increases in the amount of the principal and interest rates under the Notes in
the event of such defaults.
On August 21, 2014, the Company received a funding of $110,000 (which includes a
$10,000 original issue discount) pursuant to a Financing Agreement and a
$275,000 Convertible Debenture (the "Debenture") dated June 30, 2014 with
Macallan Partners, LLC ("MPL"). The Company received $90,000 of proceeds, net of
fees. The Company had previously received $90,000, net of $10,000 in fees,
pursuant to a separate $110,000 (including $10,000 original issue discount)
funding, as disclosed in the Company's Form 10-Q as of June 30, 2014.
The Debenture bears interest at the rate of 10% per annum; is due and payable on
May 25, 2015; and may be converted by MPL at any time after 180 days of the date
of issuance into shares of Company common stock at a conversion price equal to
60% of the lowest volume weighted average price in the 15 days prior to
conversion. The Debenture also contains certain representations, warranties,
covenants and events of default, and increases in the amount of the principal
and interest rates under the Debenture in the event of such defaults.
The foregoing description of the Securities Purchase Agreement, Notes, Financing
Agreement and Debenture is not intended to be complete and is qualified in its
entirety by the complete text of the Securities Purchase Agreements, Notes,
Financing Agreement and Debenture attached as Exhibits 10.1, 10.2, 10.3, 10.4
and 10.5, respectively, to this Current Report on Form 8-K.
Item 3.02Unregistered Sales of Equity Securities
The descriptions of the equity securities described in Item 1.01 issued by the
Company are incorporated herein. The issuance of the Notes was made in reliance
on the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act") for the offer and sale of securities not
involving a public offering, and Regulation D promulgated under the Securities
Act. The Company's reliance upon Section 4(2) of the Securities Act in issuing
the securities was based upon the following factors: (a) the issuance of the
securities was an isolated private transaction by us which did not involve a
public offering; (b) there was only one recipient; (c) there were no subsequent
or contemporaneous public offerings of the securities by the Company; (d) the
securities were not broken down into smaller denominations; (e) the negotiations
for the issuance of the securities took place directly between the individual
and the Company; and (f) the recipient of the Notes was an accredited investor.
Item 9.01. Financial Statements and Exhibits.
10.1 Securities Purchase Agreement, dated August 13, 2014, with ToledoAdvisors LLC
10.2 First Convertible Promissory Note dated August 13, 2014 with ToledoAdvisors LLC
10.3 Second Convertible Promissory Note dated August 13, 2014 with ToledoAdvisors LLC
10.4 Financing Agreement, dated June 30, 2014, with Macallan Partners, LLC
10.5 $275,000 Convertible Debenture, dated June 30, 2014, with Macallans