0001144204-16-108802.txt : 20160617 0001144204-16-108802.hdr.sgml : 20160617 20160617172944 ACCESSION NUMBER: 0001144204-16-108802 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160617 DATE AS OF CHANGE: 20160617 GROUP MEMBERS: M2B FUNDING CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POSITIVEID Corp CENTRAL INDEX KEY: 0001347022 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061637809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82925 FILM NUMBER: 161720968 BUSINESS ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-805-8008 MAIL ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FORMER COMPANY: FORMER CONFORMED NAME: VeriChip CORP DATE OF NAME CHANGE: 20051215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dominion Capital L.L.C. CENTRAL INDEX KEY: 0001532798 IRS NUMBER: 452571126 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3 FRASER LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032938313 MAIL ADDRESS: STREET 1: 3 FRASER LANE CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 v442526_sc13g.htm SC 13G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

 

PositiveID Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

73740J308

(CUSIP Number)

 

Mikhail Gurevich
3 Fraser Lane
Westport, Connecticut 06880
(203) 293-8313

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 17, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

         
CUSIP No. 73740J308   13G   Page 2 of 6 Pages
         

 

    Dominion Capital LLC    
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

452571126		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut		    

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

The reporting persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of the shares then outstanding.

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9% *		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO 		   

 

* On the day of the filing of this Schedule, the reporting persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of shares then outstanding.

 

 
 

 

         
CUSIP No. 73740J308   13G   Page 3 of 6 Pages
         

 

    M2B Funding Corp.    
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida		    

 

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

The reporting persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of the shares then outstanding.

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9% *		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO 		   

  

* On the day of the filing of this Schedule, the reporting persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of shares then outstanding.

 

 

 

 

 

         
CUSIP No. 73740J308   13G   Page 4 of 6 Pages
         

Item 1.

 

  (a) Name of Issuer
PositiveID Corporation
     
  (b)

Address of Issuer’s Principal Executive Offices
1690 South Congress Avenue

Suite 201

Delray Beach, FL 33445

     

Item 2.

 

  (a) Name of Person Filing
Dominion Capital LLC; M2B Funding Corp.
     
  (b) Address of the Principal Office or, if none, residence
3 Fraser Lane, Westport, Connecticut  06880; Sunny Isles Beach, Florida 33160-3483
     
  (c) Citizenship
Connecticut limited liability company; Florida corporation
     
  (d) Title of Class of Securities
Common Stock
     
  (e) CUSIP Number
73740J308
     

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       

 

 
 

 

         
CUSIP No. 73740J308   13G   Page 5 of 6 Pages
         

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 

         
  (a)   Amount beneficially owned:  0
         
  (b)   Percent of class:  9.9%*

         
  (c)   Number of shares as to which the person has:  
         
      (i) Sole power to vote or to direct the vote  0
         
      (ii) Shared power to vote or to direct the vote  None.
         
      (iii) Sole power to dispose or to direct the disposition of  0
         
      (iv) Shared power to dispose or to direct the disposition of  None.
         

 

* On the day of the filing of this Schedule, the reporting persons have rights under a series of convertible notes to own an aggregate number of shares of the issuer’s common stock in an amount not to exceed 9.9% of shares then outstanding.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.  Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.  Certification.

       
       
         
         
         
  (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
         
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  

 

 

 

 

 

 

         
CUSIP No. 73740J308   13G   Page 6 of 6 Pages
         

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

 

June 17, 2016
Date
 
DOMINION CAPITAL LLC
 
/s/ Mikhail Gurevich
Signature
 
 
Mikhail Gurevich / Managing Member
Name/Title
 
 
M2B FUNDING CORP.
 
/s/ Daniel Kordash
Signature
 
 
Daniel Kordash / President
Name/Title