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On August 24, 2017, PositiveID Corporation (the “Company”) and its wholly-owned subsidiary PositiveID Diagnostics, Inc., a California corporation (collectively, the “Seller”), entered into an Asset Purchase Agreement (“APA”) with ExcitePCR Corporation, a Delaware corporation (the “Buyer”). Pursuant to the APA, at closing, the Seller will sell and deliver to the Buyer all right, title and interest in all assets used or useful in connection with the operation of the FireflyDX technology, which consists of the FireflyDX and its predecessor, the Dragonfly Dx technology and products, along with patents, the applicable know how used in the development of the FireflyDX and Dragonfly Dx technology, and breadboard prototypes of both products (the “Firefly Technology”). The consideration to be paid by the Buyer to the Seller for the Firefly Technology, will be 10,500,000 shares of common stock of the Buyer, and the Company will own approximately 91% of the Buyer post-closing of the sale (prior to any financing). As a condition to the Seller’s obligation to close the transaction, the Buyer shall have completed a financing transaction with net proceeds to the Buyer of at least $3 million. As described in the APA, additional conditions and deliverables at closing include a patent assignment agreement, accounting services agreement, license agreement, and certain required consents from third parties.
The Company believes that the Firefly Technology has significant potential value to stockholders. In discussions with potential partners and/or investors key to the completion and commercialization of the Firefly Technology, it has become clear that such partners and/or investors, are not interested in a highly leveraged company, but would prefer to partner and/or invest in a new company that is debt free, to commercialize the Firefly Technology. The parties have entered into the APA so the Buyer can secure financing and then independently pursue the development, improvement and commercialization of the Firefly Technology. The current stockholders of the Buyer include two third-party individuals, who are working with the Buyer to develop and execute the business plan of the Buyer. Lyle L. Probst is the Chief Executive Officer of the Buyer, Dr. Kimothy Smith is the Chief Science Officer of the Buyer, and David L. Politis is the Chief Marketing and Sales Officer of the Buyer. William J. Caragol, the Chairman and CEO of the Company, is the Chairman of ExcitePCR Corporation.
The foregoing description of the terms of the APA does not purport to be complete and is qualified in its entirety by the complete text of the document attached as Exhibit 10.1 to this Current Report on Form 8-K.
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