Item  1.01 Entry Into Material Definitive Agreement.

On August 31, 2007, VeriChip Corporation, a Delaware corporation (the “Company”), entered into a Registration Rights Agreement (the “Agreement”) with Kallina Corporation. The Agreement was entered into in connection with the execution of a Securities Purchase Agreement between Applied Digital Solutions, Inc., which owns a majority position in the Company (“Applied Digital”), and Kallina Corporation, under which Applied Digital transferred to Kallina Corporation 200,000 shares of Company common stock that Applied Digital owns. Under the Agreement, the Company will register the 200,000 shares for resale by Kallina Corporation. Applied Digital has agreed to use its best efforts to enter into a subordination agreement with a potential third party lender to the Company and to reimburse the Company for all out of pocket expenses, including legal, accounting, filing, and printing expenses, related to the Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     
 
   
Exhibit No.
  Description
 
   

10.1
 
Registration Rights Agreement between VeriChip Corporation and Kallina Corporation, dated August 31, 2007.

 

 

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SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VeriChip Corporation

Date: September 7, 2007

/s/ William J. Caragol                    
William J. Caragol
President and Chief Financial Officer

 

 

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EXHIBIT INDEX
 

     
 
   
Exhibit Number
  Description
 
   

Exhibit 10.1
 
Registration Rights Agreement between VeriChip Corporation and Kallina Corporation, dated August 31, 2007.

 

 

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