SC 13D 1 geissler20130718_sc13d.htm SCHEDULE 13D geissler20130718_sc13d.htm


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549 

 

SCHEDULE 13D 

 

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

 

Digital Angel Corporation

(Name of Issuer)

 

Common Stock - $0.01 par value

(Title of Class of Securities)

 

25383A200

(CUSIP Number)

 

Randolph Geissler

220 Congress Park Drive, Suite 200
Delray Beach, Florida 33445

561-846-7000

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

 

July 8, 2013

(Date of Event Which Requires Filing of this Statement)

  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  1

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*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.

 

25383A200

 

Page

 

 

of 

 

 6

 

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

Randolph Geissler

 

 

 

 

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a)   ☐ 

 

 

(b)   ☐  

 

 

 

3

 

SEC USE ONLY

 

 

 

 

 

 

 

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

 

OO

 

 

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

United States of America

 

 

 

 

 

7

 

SOLE VOTING POWER

 

 

 

 

NUMBER OF

 

 

1,124,218*

 

 

 

 

SHARES

8

 

SHARED VOTING POWER

BENEFICIALLY

 

 

 

OWNED BY

 

 

0

 

 

 

 

EACH

9

 

SOLE DISPOSITIVE POWER

REPORTING

 

 

 

PERSON

 

 

1,124,218*

 

 

 

 

WITH

10

 

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

 

0

 

 

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

1,124,218

 

 

 

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

12%

 

 

 

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

IN


 *Includes options and warrants to purchase 127,222 shares and 87,465 shares, respectively, of Common Stock which are exercisable within sixty (60) days.

 

 

 
 

 

 

 

CUSIP No.

 

25383A200

 

Page

 

 

of 

 

6

 

Item 1. Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Digital Angel Corporation, a Delaware Corporation (the "Issuer"). The Issuer's current principal executive offices are located at 220 Congress Park Drive, Suite 200, Delray Beach, FL 33445.

 

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by Randy Geissler, an individual (the “Reporting Person”).

 

(b) The business address of the Reporting Person is 220 Congress Park Drive, Suite 200, Delray Beach, Florida 33445.

 

(c) The Reporting Person is currently the president of Digital Angel Corporation.

 

(d) and (e). During the last five (5) years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The Reporting Person is a citizen of the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Reporting Person beneficially owns 1,124,218 shares of the Issuer’s Common Stock. Of those shares, the Reporting Person acquired 45,471.80 shares of the Issuer’ Series C Convertible Preferred Stock (the “Preferred Stock”), which shares are convertible into 909,436 shares of the Issuer’s Common Stock, pursuant to the terms of a Share Exchange Agreement (the “Share Exchange Agreement”), dated June 24, 2013, between the Issuer and the shareholders of VeriTeQ Acquisition Corporation (“VeriTeQ”). The Preferred Stock is automatically convertible into shares of the Issuer’s Common Stock on the date the Issuer files a certificate of amendment (the “Amendment”) to its certificate of incorporation, as amended, to effect a 30-for-1 reverse stock split (discussed below). Pursuant to the Share Exchange Agreement, the Reporting Person exchanged 4,765,625 shares of VeriTeQ common stock for the 45,471.80 shares of the Issuer’s Preferred Stock. Pursuant to the Share Exchange Agreement, the Reporting Person also acquired stock options of the Issuer for the right to purchase 127,222 shares of Common Stock in exchange for stock options of VeriTeQ to purchase 666,667 shares of VeriTeQ common stock, and the Reporting Person acquired warrants of the Issuer for the right to purchase 87,465 shares of Common Stock in exchange for warrants of VeriTeq to purchase 458,333 shares of VeriTeQ common stock. In addition, the Reporting Person owns 95 shares of the Issuer’s Common Stock.

 

For purposes of this Schedule 13D, it is assumed that the Issuer will file the Amendment within sixty (60) calendar days of July 17, 2013. Accordingly, the Reporting Person may be deemed to beneficially own the shares issuable upon conversion of the Preferred Stock.

 

 

 
 

 

 

 

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The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 25, 2013.

 

Item 4. Purpose of Transaction

 

The information set forth in Item 3 is hereby incorporated herein by this reference.

 

As described above, the Preferred Stock and options and warrants were acquired by the Reporting Person in connection with the Share Exchange Agreement. The Issuer has obtained approval from its stockholders, including the Reporting Person, for and will effectuate a one for thirty (1:30) reverse stock split (the “Reverse Stock Split”). This Reverse Stock Split would cause the total number of shares of common stock outstanding, including the shares underlying the Series C Preferred Stock, to equal 9,244,340 shares. The Reverse Stock Split will not affect the number of shares of the Issuer’s authorized common stock.

 

Except as set forth herein, the Reporting Person does not have any plans or proposals that relate to or that will result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a) - (b)

 

As of July 17, 2013, the Reporting Person beneficially owns 45,471.80 shares of Preferred Stock, which is convertible into 1,124,218 shares of Common Stock, representing approximately 12% of the Issuer's Common Stock. This includes options to purchase 127,222 shares of Common Stock and warrants to purchase 87,465 shares of Common Stock which there is a right to acquire voting power or dispositive power, or both within 60 days, and 95 shares of the Issuer’s Common Stock. For purposes of this Schedule 13D, it is assumed that the Issuer will file the Amendment to effect the Reverse Stock Split within sixty (60) calendar days of July 17, 2013. Accordingly, the aggregate number of shares of Common Stock beneficially owned by the Reporting Person is based on a total of 9,244,340 shares of Common Stock anticipated to be outstanding upon conversion of the Preferred Stock.

 

The Reporting Person has sole voting and dispositive power of 1,214,218 shares of Common Stock which are held directly by the Reporting Person. The Reporting Person does not share any dispositive and voting power over shares of Common Stock.

 

(c)

The information contained in Item 3 of this Schedule 13D is hereby incorporated by reference in this Item 5(c).

 

(d) No other person is known to have a right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated herein by reference. Other than as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

 

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 25, 2013.

 

 
 

 

 

 

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Item 7. Material to be Filed as Exhibits.

 

1. Share Exchange Agreement dated as of June 24, 2013, among the Company, VeriTeQ and the VeriTeQ Shareholders (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K dated June 25, 2013).

 

 

 
 

 

 

 

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SIGNATURE 

 

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.

 

Date: July 18, 2013

 

 


 /s/ Randolph Geissler                                      

Name: Randolph Geissler