UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 21, 2006
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Date of Report
(Date of Earliest Event Reported)
IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-26028 22-2671269
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
6531 NW 18TH COURT
PLANTATION, FL 33313
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(Address of principal executive offices)
(954) 581-9800
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act. (17 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act. (17 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 21, 2006, Imaging Diagnostic Systems, Inc. (the "Company") entered into
a new Fifth Private Equity Credit Agreement (the "Agreement") with Charlton
Avenue LLC for up to $15,000,000, which will replace our prior Fourth Private
Equity Credit Agreement. A copy of the agreement is attached as an exhibit and
is incorporated by reference. The terms of the Fifth Private Equity Credit
Agreement are substantially similar to the terms of the Fourth Private Equity
Credit Agreement, with a commitment period of two years from the effective date
of a registration statement covering the Fifth Private Equity Credit Agreement
shares. The Fourth Private Equity Credit Agreement will terminate upon the
effectiveness of our S-1 Registration Statement for shares to be issued under
the Fifth Private Equity Credit Agreement. Upon termination, any registered
shares remaining un-issued from our prior S-1 Registration Statement based on
the Fourth Private Equity Credit Agreement will be returned to the treasury.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.69 Fifth Private Equity Credit Agreement dated March 21, 2006 between the
Company and Charlton Avenue LLC including all exhibits.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMAGING DIAGNOSTIC SYSTEMS, INC.
Dated March 22, 2006
/s/ Allan L. Schwartz
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By: Allan L. Schwartz
Executive Vice President
Chief Financial Officer