UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2010
IMAGING3, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State or other jurisdiction of incorporation)
000-50099 95-4451059
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(Commission File Number) (I.R.S. Employer Identification No.)
3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 260-0930
NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
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
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
TABLE OF CONTENTS
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS..............................1
Item 1.01 Entry into a Material Definitive Agreement..........1
SECTION 3. SECURITIES AND TRADING MARKETS....................................1
Item 3.02 Unregistered Sales of Equity Securities.............1
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ................................2
SIGNATURES.....................................................................2
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
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Item 1.01 Entry into a Material Definitive Agreement
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Imaging3, Inc., a California corporation (the "Company"), entered into
a Securities Purchase Agreement (the "Purchase Agreement") on October 4, 2010,
with two institutional investors for the sale of common stock and warrants for
$1,000,000.22
The terms of the Purchase Agreement include the sale of 4,587,157
shares of common stock at $0.218 per share. The warrants include: (i) Series A
Warrants, which are immediately exercisable for a period of 5 years into
4,587,157 shares at $0.2725 per share; (ii) Series B Warrants, which are
immediately exercisable for a period of up to 18 months into 4,587,157 shares at
$0.218 per share; and (iii) Series C Warrants, which are immediately exercisable
for a period of 5 years into 4,587,157 shares at $0.2725 per share but only to
the extent that the Series B Warrants are exercised and only in the same
percentage that the Series B Warrants are exercised. All of such warrants
contain customary adjustments for corporate events such as reorganizations,
splits, dividends, and the exercise prices of all such warrants are subject to
full-ratchet anti-dilution adjustments in the event of additional issuances of
common stock below the exercise price then in effect.
The closing of the transaction is subject to the satisfaction of
customary closing conditions and is expected to occur on or before October 14,
2010. The net proceeds from the transaction will be used solely for working
capital purposes. In the Purchase Agreement, the Company agreed not to use the
proceeds to satisfy any debt, to redeem any of the Company's outstanding
securities or with respect to any litigation involving the Company.
At the closing of the transaction, the Company will enter into a
registration rights agreement (the "Registration Rights Agreement") with the
institutional investors. Pursuant to the Registration Rights Agreement, the
Company will be required to file a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "SEC") covering the resale of the common stock to be sold and
the common stock underlying the warrants to be sold (the "Registration
Statement"). The Company will be required to pay all expenses incurred in
connection with the filing of the Registration Statement. The Company will also
be obligated to use its best efforts to file the Registration Statement within
30 days of the closing date of the transaction. In addition, the Company will be
obligated to use its best efforts to cause the SEC to declare the Registration
Statement effective within 90 days of the closing date of the transaction (or
120 days in the event that the Registration Statement is subject to review by
the SEC), and the Company will be required to pay certain negotiated cash
payments to the institutional investors in the event that the Registration
Statement is not filed within 30 days of such closing date or is not declared
effective within 90 days of such closing date (or 120 days in the event that the
Registration Statement is subject to review by the SEC).
SECTION 3. SECURITIES AND TRADING MARKETS
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Item 3.02. Unregistered Sales of Equity Securities.
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The disclosure provided in Item 1.01 of this Form 8-K is hereby
incorporated by reference into this Item 3.02.
Wharton Capital Partners, Ltd., a New York based investment banking
firm, acted as the placement agent for the Company in the transaction.
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The offer, issuance and sale by the Company of the shares of common
stock, warrants and the shares of common stock underlying the warrants in the
transaction have not been registered under the Securities Act and may not be
offered or sold without registration with the SEC under the Securities Act or
under an applicable exemption from the Securities Act.
The description of the documents in this current report on Form 8-K
does not purport to be complete and is qualified in its entirety by reference to
the Purchase Agreement, the form of Series A Warrant, the form of Series B
Warrant, the form of Series C Warrant and the form of the Registration Rights
Agreement, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively, to this report and are incorporated herein by reference.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
10.1. Securities Purchase Agreement dated October 4, 2010
10.2 Form of Series A Warrant
10.3 Form of Series B Warrant
10.4 Form of Series C Warrant
10.5 Form of Registration Rights Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
IMAGING3, INC.
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(Registrant)
Date: October 5, 2010
/s/ Dean Janes, Chief Executive Officer
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Dean Janes, Chief Executive Officer
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