February 12, 2020
Bradley Yourist
Chief Executive Officer
Imaging3, Inc.
10866 Wilshire Boulevard, Suite 225
Los Angeles, CA 90024
Re: Imaging3, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-232828
Dear Mr. Yourist:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our August 21,
2019 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 17, 2020
General
1. We note you issued a press release on January 31, 2020 announcing your
corporate name
change, ticker symbol change and that your common shares are quoted on
the OTC Pink.
We also note that the selling stockholders intend to sell their shares
at prevailing market
prices or at privately negotiated prices. To sell shares at market
prices, we require an
existing trading market for those shares, and we do not consider the OTC
Pink to be such
a market for purposes of satisfying Item 501(b)(3) of Regulation S-K.
Please revise your
prospectus to update your disclosure and set a fixed price at which
selling shareholders
will offer and sell their shares until the shares are quoted on the OTC
Bulletin Board,
OTCQX or the OTCQB or until the shares are listed on a securities
exchange. In addition,
Bradley Yourist
FirstName Inc.
Imaging3, LastNameBradley Yourist
Comapany NameImaging3, Inc.
February 12, 2020
Page 2
February 12, 2020 Page 2
FirstName LastName
please file any related amendments to your Articles of Incorporation.
Refer to Item
601(b)(3) of Regulation S-K.
Prospectus Summary
Grapefruit's Competitive Advantage in the Industry, page 6
2. We note you state that you hold provisional licenses issued by the
State of California to
manufacture and distribute cannabis products in California. You also
state that you plan
on building a high-tech cultivation facility to become a seed to sale,
fully vertically
integrated cannabis and CBD product company and intend to produce
thousands of
pounds of the highest quality indoor cultivars of cannabis annually.
Please disclose
whether you have renewed these provisional licenses for 2020 and
whether you have
received a license to cultivate cannabis or the status of such
licenses.
Government Approvals and Regulations, page 9
3. We note your revised disclosure in response to prior comment 7
indicates that you do not
believe your current products are subject to the FDCA as they are not
intended to cure,
mitigate, treat or prevent disease. This appears inconsistent with
disclosure on
your website that your THC Patchless Patch was developed to help those
who suffer from
ailments ranging from anxiety, chronic pain and sport injuries to
those undergoing
chemotherapy treatment or dealing with end of life issues. In
addition, as indicated in
prior comment 7, your press release on August 5, 2019 states that your
vaporization
cartridge line "includes a formulated CBD heavy 3:1 vaporization
cartridge for customers
that need pain relief." Given these statements, please tell us the
basis for your belief that
your products are not drug products requiring pre-market approval by
the FDA. In that
regard, we note that the FDA website indicates that the FDCA defines
drugs, in part, by
their intended use to cure, mitigate, treat, or prevent disease.
4. We note your response to our prior comments 8 and 9 and the additional
disclosure
regarding the Rohrabacher-Blumenauer Amendment (the "Amendment").
Please expand
your disclosure to discuss the relevance of the Amendment to your
business operations
given that it applies solely to medical marijuana and has no
application to recreational use.
Risk Factors
Our business is dependent on laws pertaining to the cannabis industry, page 16
5. We note you included a new risk factor in response to prior comment 9.
Please revise this
risk factor to discuss the impact of the recent change in policy
announced by Attorney
General Sessions regarding the Cole Memorandum.
Controlled Substance Regulation, page 10
6. We note your revised disclosure regarding the 2018 Farm Bill. Please
expand your
discussion to address any risks or effects of the 2018 Farm Bill,
including state regulations
Bradley Yourist
Imaging3, Inc.
February 12, 2020
Page 3
related to the sampling and testing for THC and the disposal of
non-compliant product,
and the shared state-federal jurisdiction over hemp cultivation and
production.
Exhibits
7. We note that you disclose you have entered into four convertible
promissory notes with
Auctus Fund, LLC, but you have only filed one as an exhibit to your
Registration
Statement. Please file the remaining three outstanding convertible
promissory notes or tell
us why you do not believe you are required to do so. Refer to Item
601(b)(10) of
Regulation S-K.
Exhibit 23.1, page 1
8. Provide a currently dated consent from your independent accountant in
your next
amendment which makes reference to the appropriate filing.
You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Adviser,
at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser, at (202)
551-3763 with
any other questions.
Sincerely,
FirstName LastNameBradley Yourist
Division of
Corporation Finance
Comapany NameImaging3, Inc.
Office of Energy &
Transportation
February 12, 2020 Page 3
cc: Joseph Lucosky
FirstName LastName