SC 13G 1 psid20130802_sc13g.htm SCHEDULE 13G psid20130802_sc13g.htm

 

 

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

Digital Angel Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

25383A200

(CUSIP Number)

 

July 11, 2013

(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) ☒ 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).

 

 
 
 

 

 13G

 

CUSIP No. 25383A200

 

Page 2 of 5 Pages

 

1

Names of reporting persons/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 PositiveID Corporation (EIN 06-1637809)

 

2

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

3

SEC use only

 

4

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with 

5

Sole voting power

 1,199,540* shares of common stock

 

6

Shared voting power

 

    0

7

Sole dispositive power

 

   1,199,540* shares of common stock

8

Shared dispositive power

 

    0

9

Aggregate amount beneficially owned by each reporting person

 

    1,199,540* shares of common stock

10

Check if the aggregate amount in Row (9) excludes certain shares    ☐

 

11

Percent of class represented by amount in Row (9)

 

    13%*

12

Type of reporting person

 

    IN

 

*

The number and percentage of shares beneficially owned as set forth herein is based on 59,977 shares of Series C Convertible Preferred Stock, issued to the Reporting Person on July 11, 2013, which are automatically convertible into 1,199,540 shares of Common Stock, par value $0.01 per share of the Issuer (the “Common Stock”), upon effectiveness of the Issuer’s reverse stock split, as well as the number of shares of Common Stock reported outstanding by the Issuer as of July 12, 2013 in the Issuer’s Schedule 14C, filed on with the Securities and Exchange Commission on July 12, 2013. 

 

 
 
 

 

13G

 

CUSIP No. 25383A200

 

Page 3 of 5 Pages

 

Item 1(a) 

Name of Issuer:

 

Digital Angel Corporation

 

Item 1(b) 

Address of Issuer’s Principal Executive Offices:

 

220 Congress Park Drive, Suite 200

Delray Beach, FL 33445

 

Item 2(a) 

Name of Person Filing:

 

PositiveID Corporation, the “Reporting Person.”

 

Item 2(b) 

Address of Principal Business Office or, If None, Residence 

 

1690 S. Congress Ave., Suite 201

Delray Beach, FL 33445

 

Item 2(c) 

Citizenship:

 

United States

 

Item 2(d) 

Title of Class of Securities:

 

Common Stock, $0.01 par value*

 

Item 2(e) 

CUSIP Number:

 

25383A200

 

Item 3. 

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

 

Not applicable.

 

Item 4. 

Ownership 

 

 

(a)

Amount Beneficially Owned: 1,199,532*

 

 

(b)

Percent of Class: 13%*

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or direct the vote: 1,199,532*

 

 

(ii)

Shared power to vote or direct the vote: 0

 

 

(iii)

Sole power to dispose or to direct the disposition of: 1,199,532*

 

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

*

The number and percentage of shares beneficially owned as set forth herein is based on 59,977 shares of Series C Convertible Preferred Stock, issued to the Reporting Person on July 11, 2013, which are automatically convertible into 1,199,540 shares of Common Stock, par value $0.01 per share of the Issuer (the “Common Stock”), upon effectiveness of the Issuer’s reverse stock split, as well as the number of shares of Common Stock reported outstanding by the Issuer as of July 12, 2013 in the Issuer’s Schedule 14C, filed on with the Securities and Exchange Commission on July 12, 2013.

 

 
 
 

 

13G

 

CUSIP No. 25383A200

 

Page 4 of 5 Pages

 

Item 5. 

Ownership of Five Percent or Less of a Class 

 

Not applicable.

 

Item 6. 

Ownership of More Than Five Percent on Behalf of Another Person 

 

Not applicable.

 

Item 7. 

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person 

 

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. 

Certifications 

  

Not applicable.

 

 
 
 

 

13G

 

CUSIP No. 25383A200

 

Page 5 of 5 Pages

 

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.

 

Dated: August 2, 2013

 

 

 

 

By:

 

/s/ William J. Caragol

Name:

 

William J. Caragol

   

CEO, PositiveID Corporation