Attached files
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| EX-99.1 - EXHIBIT 99.1 - POSITIVEID Corp | ex99-1.htm |
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): December 20, 2012
POSITIVEID CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33297
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06-1637809
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1690 SOUTH CONGRESS AVENUE, SUITE 201
DELRAY BEACH, FLORIDA
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33445
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 561-805-8008
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(Former name or former address if changed since last report.)
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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:
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ü
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
On December 20, 2012, PositiveID Corporation (“PositiveID”) entered into an Exclusive License Agreement (the “License Agreement”), a Teaming Agreement (“Teaming Agreement”), and a Security Agreement (“Security Agreement”) with The Boeing Company (“Boeing”), including a License Fee (“License Fee”) to PositiveID of $2.5 million.
The License Agreement provides Boeing the exclusive license to manufacture and sell PositiveID’s M-BAND (Microfluidics-based Bioagent Networked Detector) airborne bio-threat detector for the U.S. Department of Homeland Security’s (“DHS”) BioWatch Generation 3 opportunity, as well as other opportunities (government or commercial) that may arise in the North American market.
Under the Teaming Agreement, PositiveID will retain exclusive rights to serve as the reagent and assay supplier of the M-BAND systems to Boeing. PositiveID will also retain all rights to sell M-BAND units, reagents and assays in international markets.
The license fee to PositiveID will be paid in three installments: $1.0 million upon signing of the License Agreement, $750,000 on January 15, 2013, and $750,000 on April 15, 2013.
Pursuant to the Security Agreement, PositiveID has granted Boeing a security interest in all of the licensed product under the License Agreement, to secure PositiveID’s performance under the License Agreement.
On December 20, 2012, PositiveID issued a press release announcing the transaction described herein, which press release is furnished as Exhibit 99.1 attached hereto.
A copy of the License Agreement and the Security Agreement will be filed as Exhibits to PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2012. The description of certain terms of the License Agreement, Teaming Agreement and Security Agreement set forth herein do not purport to be complete and are qualified in their entirety by the provisions of such agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by PositiveID Corporation on December 20, 2012
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
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Date: December 20, 2012
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/s/ William J. Caragol | |
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William J. Caragol
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Chief Executive Officer
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Exhibit Index
Exhibit Number Description
99.1 Press Release issued by PositiveID Corporation on December 20, 2012