Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - POSITIVEID Corp | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2012
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 001-33297
POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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06-1637809
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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1690 South Congress Avenue, Suite 200
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Delray Beach, Florida 33445
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(561) 805-8008
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(Address of principal executive offices,
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(Registrant’s telephone number, including area code)
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including zip code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on August 17, 2012 is as follows:
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Class
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Number of Shares
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Common Stock: $0.01 Par Value
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154,467,593
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Explanatory Note
The purpose of this Amendment No. 1 to PositiveID Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits.
We have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit list attached to this report.
SIGNATURES
Pursuant to the requirements of the Securities 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
(Registrant)
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Date: September 12, 2012
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By:
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/s/ Bryan D. Happ
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Bryan D. Happ
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Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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Exhibit Index
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Exhibit
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Number
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Description
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3.1
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Second Amended and Restated Certificate of Incorporation of PositiveID Corporation filed with the Secretary of State of Delaware on December 18, 2006, as amended on November 10, 2009, January 27, 2012 and May 31, 2012 (1)
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3.2
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Amended and Restated By-laws of PositiveID Corporation adopted as of December 12, 2005, as amended on March 16, 2010 (2)
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4.1
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Form of Specimen Common Stock Certificate (2)
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10.1
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Letter Agreement, dated May 30, 2012, between PositiveID Corporation and Stanley Black & Decker, Inc. (1)
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10.2
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Securities Purchase Agreement, dated June 4, 2012, between PositiveID Corporation and the investors named therein (1)
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10.3
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Registration Rights Agreement, dated June 4, 2012, between the PositiveID Corporation and the investors named therein (1)
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10.4
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Stock Purchase Agreement, dated July 12, 2012, between PositiveID Corporation and Ironridge Technology Co. (3)
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10.5
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Registration Rights Agreement, dated July 12, 2012, between PositiveID Corporation and Ironridge Technology Co. (3)
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10.6
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*
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Amendment to Shared Services Agreement, dated June 25, 2012, between PositiveID Corporation and VeriTeQ Acquisition Corporation
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10.7
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*
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Amendment to License Agreement, dated June 26, 2012, between PositiveID Corporation and VeriTeQ Acquisition Corporation
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10.8
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*
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Secured Promissory Note, dated July 9, 2012, between PositiveID Corporation and Holland & Knight LLP
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10.9
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*
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Security Agreement, dated July 9, 2012, between PositiveID Corporation and Holland & Knight LLP
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10.10
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*
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Purchase Agreement, dated July 12, 2012, between PositiveID Corporation and Ironridge Technology Co.
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10.11
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*
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Amendment No. 1 to Preferred Stock Purchase Agreement, dated July 12, 2012, between PositiveID Corporation and Ironridge Global III, LLC
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31.1
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*
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Certification by Chief Executive Officer, pursuant to Exchange Act Rules 13A-14(a) and 15d-14(a)
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31.2
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*
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Certification by Chief Financial Officer, pursuant to Exchange Act Rules 13A-14(a) and 15d-14(a)
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32.1
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*
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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**
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XBRL Instance Document
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101.SCH
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**
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XBRL Taxonomy Extension Schema Document
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101.CAL
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**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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**
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Previously filed or furnished, as applicable, in PositiveID Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.
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| ** | Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. | |
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(1)
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Incorporated by reference to the Form S-1/A previously filed by PositiveID Corporation on June 5, 2012.
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(2)
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Incorporated by reference to the Form 10-K previously filed by PositiveID Corporation on March 19, 2010.
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(3)
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Incorporated by reference to the Form 8-K previously filed by PositiveID Corporation on July 13, 2012.
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