Sanomedics, Inc. (OTCPK:SIMH.D) entered into a stock purchase agreement to acquire membership interests of The Braceshop, LLC from Lynne Shapiro on October 21, 2015. Sanomedics will pay $0.25 million in cash and issue 1,000 shares of convertible preferred stock. The preferred stock is convertible into 84.9% of the full-diluted issued and outstanding capital stock of Sanomedics. The preferred stock is not convertible into common stock until the six month anniversary of the closing. In a related transaction, PositiveID Corporation (OTCPK:PSID) signed a definitive agreement to acquire Thermomedics, Inc. from Sanomedics, Inc. (OTCPK:SIMH.D) for $2.8 million in cash and preferred stock on October 21, 2015. All current officers and Directors of Sanomedics would resign concurrently with the closing. At closing, Keith Houlihan, current President, would be issued preferred stock convertible into 3.9% of the full-diluted issued and outstanding capital stock of Sanomedics. In addition, Lynne Shapiro shall receive a goldenshare in the form of a warrant which will be exercisable for that number of shares of common stock required to insure that Unit one shall always be convertible into an aggregate of 84.9% of the then fully-diluted issued and outstanding capital stock of Sanomedics. The transaction is subject to regulatory approvals. Ali Panjwani of Pryor Cashman LLP acted as a legal advisor to The Brace Shop.

Sanomedics, Inc. (OTCPK:SIMH.D) cancelled the acquisition of The Braceshop, LLC from Lynne Shapiro on November 18, 2015. Lynne Shapiro no longer desired to sell the Brace Shop and the definitive agreement between the parties was mutually terminated.