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): July 17, 2012
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)
(818) 260-0930
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(Registrant's telephone number, including area code)
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))
SECTION 8. OTHER EVENTS
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ITEM 8.01. OTHER EVENTS.
NOTICE OF UNREGISTERED OFFERING
On October 15, 2012, Imaging3, Inc. (the "Company"), commenced a proposed
private placement offering, subject to the approval of the court hearing the
Company's petition under Chapter 11 of the U.S. Bankruptcy Code, of up to
$1,000,000 of its 7% Secured Promissory Notes Due June 30, 2014. Any proceeds
from the sale of the notes will be used for the costs associated with the
Company's bankruptcy case, the completion of the Company's 501(k) application to
the Food and Drug Administration for clearance of its 3D medical imaging
technology and device and for general working capital.
The notes have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") or any state securities laws, and, unless so registered,
may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and state securities laws.
Neither this filing nor the description of the notes and the offer thereof
contained herein constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
information contained herein regarding the notes and the offering thereof is
being provided pursuant to and in accordance with Rule 135c under the Securities
Act.
PREVIOUS SALE OF CONVERTIBLE NOTES
During the period July 17, 2012 to September 12, 2012, the Company sold $279,450
aggregate principal amount of its 7% Secured Convertible Promissory Notes Due
June 30, 2014, which notes remaining outstanding. The convertible notes are
convertible into less than 5% of the Company's issued and outstanding common
stock and are secured by all of the assets of the Company.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This current report on Form 8-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act of 1934. Forward-looking statements are subject to known and
unknown risks and uncertainties, many of which may be beyond our control. We
caution you that the forward-looking information presented in this current
report is not a guarantee of future events, and that actual events and results
may differ materially from those made in or suggested by the forward-looking
information contained in this current report. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "plan," "will," "expect," "intend," "estimate," "anticipate,"
"believe" or "continue" or the negative thereof or variations thereon or similar
terminology. A number of important factors could cause actual events and results
to differ materially from those contained in or implied by the forward-looking
statements, including how successful we are in selling the notes that we are
offering, as well as those factors discussed in our Annual Report on Form 10-K,
filed on April 16, 2012 with the SEC, which can be found at the SEC's website
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www.sec.gov, each of which is specifically incorporated into this current
report. Any forward-looking information presented herein is made only as of the
date of this current report, and we do not undertake any obligation to update or
revise any forward-looking information to reflect changes in assumptions, the
occurrence of unanticipated events, or otherwise.
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.
By: /s/ Dean Janes, Chief Executive Officer
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Dean Janes, Chief Executive Officer
Date: October 16, 2012
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