May 24, 2017
Maryse Mills-Apenteng
Special Counsel
Office of Information
Technologies and Services
United States Securities and Exchange Commission
Washington, D.C. 20549
Re:
iMedicor, Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed May 11, 2017
File No. 000-52765
Dear Ms. Mills-Apenteng:
I refer to your letter to me dated May 15, 2017 in which you asked iMedicor, Inc. (the “Company”) to advise you of the sequence of events through with consents from holders of other than our officers, directors and holders of greater that 5% voting power were obtained and our analysis as to whether such activities constitute a solicitation as defined in Rule 14a-1(l). The Company has analyzed the sequence of events and the situation has been discussed by our attorney, Samuel B. Fortenbaugh, with your Bernard Nolan.
Attached to this letter is a list of the holders of the shares of Class A Preferred Stock, Class B Preferred Stock and Common Stock who have approved and consented to the proposed Recapitalization of the Company. You will note that opposite the name of each holder is the name of the person who was responsible for arranging for such holder to invest in the Company.
In addition to the persons listed on the attachment to this letter, since filing the Revised Preliminary Statement, F. Chandler Coddington, Jr., a former director of the Company, approached the Company with a desire to enter into an overall Settlement with the Company and thereby resolve certain outstanding controversies with the Company. As part of his settlement with the Company, Mr. Coddington signed the Recapitalization Agreement and thereby consented to the Recapitalization. Mr. Coddington is the owner of 11 shares of the Series B Preferred Stock which on an as converted basis will add 156,161,701 shares of Common Stock to the number of shares of Common Stock the holders of which had previously consented to the Recapitalization.
Each of the other persons who have consented to the Recapitalization and has invested in the Company, has a close personal relationship with the person identified as the person responsible for such person’s investment and, on a regular basis, reviews his or her investment in the Company with the person responsible for his or her investment. Each of such persons should be considered as a member of a group (though not for purposes of either Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended).
Though not relevant for purposes of this analysis, based on documentation provided to the Company by each of such persons, the Company is confident that each of such persons is a sophisticated investor and understands both the nature of the investment and the risks that are associated with the investment.
After thoughtful consideration of the circumstances surrounding the investments made and the consents given by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock who have consented to the Recapitalization, the Company believes that it would be inappropriate to conclude that such consents were given as a result of a solicitation as defined in Rule 14A-1(l).
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings, that the staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to its filings and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under Federal Securities Laws of the United States.
Please contact me (407-505-8934) with any questions.
Sincerely,
/s/ Robert McDermott
_________________________________
Robert McDermott
President
cc: Samuel B. Fortenbaugh III
