Amended Annual Report (10-k/a)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)


(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2015
o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-14949

Implant Sciences Corporation

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of

incorporation or organization)

04-2837126

(I.R.S. Employer Identification No.)

500 Research Drive, Unit 3 Wilmington, MA

(Address of principal executive offices)

01887

(Zip Code)

Registrant’s telephone number, including area code: (978) 752-1700

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes q No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes q No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No q

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No q

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Act (Check one):

q Large Accelerated Filer

x Accelerated Filer

q Non-accelerated Filer (do not check if a smaller reporting company)

q Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes q No x

As of September 15, 2015, 75,166,120 shares of the registrant’s Common Stock were outstanding. As of December 31, 2014, the last business day of the registrant’s most recent completed second quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $75,525,000 based on the last sale price the Over-The-Counter-Bulletin-Board on such date.

EXPLANATORY PARAGRAPH

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, originally filed on September 28, 2015 (the “Original Filing”). This Amendment includes (i) the Interactive Data Files (Exhibit 101) formatted in XBRL (“Extensible Business Reporting Language”) with tagging of the notes to the consolidated financial statements as required by Rule 405 of Regulation S-T; (ii) Exhibits 10.15, 10.16, 10.17, 10.18 and 10.65 which were inadvertently omitted from the Original Filing; (iii) Exhibit 23.1, as amended; and (iv) currently dated certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2) pursuant to Rules 12b-15 and 13a-14 under the Exchange Act.

Except as described above, Amendment No.1 includes the exhibits as set forth in Item 15 herein; and no other changes have been made to the Original Filing. This Amendment No.1 continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

The following are filed as part of this Form 10-K/A:

(1)

Not applicable

(2)

Exhibits


Exhibit No.	Ref. No.	Description
10.15	*	Amended and Restated Employment Agreement between Implant Sciences Corporation and William McGann, dated January 16, 2015.
10.16	*	Employment Agreement between Implant Sciences Corporation and Brenda Baron, dated March 13, 2015.
10.17	*	Employment Agreement between Implant Sciences Corporation and Todd Silvestri, dated March 13, 2015.
10.18	*	Employment Agreement between Implant Sciences Corporation and Roger Deschenes, dated September 16, 2015.
10.65	*	Assignment Agreement by and between DMRJ Group LLC, Montsant Partners LLC and Implant Sciences Corporation dated as of May 4, 2015.
23.1	*	Consent of Marcum LLP.
31.1	*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	***	XBRL Instance Document.
101.SCH	***	XBRL Taxonomy Extension Schema Document.
101.CAL	***	XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB	***	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	***	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	***	XBRL Taxonomy Extension Definition Linkbase Document.


	*	Filed herewith.
	**	In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
	***	Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


Dated: October 5, 2015	Implant Sciences Corporation
	By:	/s/ William J. McGann
		William J. McGann Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Dated: October 5, 2015		/s/ William J. McGann
Dated: October 5, 2015		William J. McGann Chief Executive Officer and Director (Principal Executive Officer)
Dated: October 5, 2015		/s/ Michael C. Turmelle Michael C. Turmelle Chairman of the Board and Director

Dated: October 5, 2015		/s/ Roger P. Deschenes Roger P. Deschenes Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Dated: October 5, 2015		/s/ James M. Simon, Jr.
Dated: October 5, 2015		James M. Simon, Jr. Director

Exhibit 10.15

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amended Agreement”), is entered into as of the 16^th day of January 2015 by and between William McGann (“Executive”) and Implant Sciences Corporation (the “Company”), a Massachusetts corporation.

WHEREAS, the Company and the Executive previously entered into an Employment Agreement on March 19, 2012 (“Agreement”) regarding Executive’s employment by the Company as its Chief Operating Officer, which by its terms would expire on April 1, 2015 unless extended;

WHEREAS, under the terms of the Agreement, the Executive was also appointed to the Company’s Board of Directors, and he continues to serve as a Director;

WHEREAS, the next annual Stockholders meeting will be held in June 2015, and the parties anticipate that at that meeting the Stockholders will elect members of the Board of Directors;

WHEREAS, on January 16, 2015, the Company’s Board of Directors accepted the resignation of the Company’s then President and Chief Executive Officer and thereafter voted to appoint Executive as the Company’s President and Chief Executive, in addition to his remaining the Company’s Chief Operating Officer on the conditions asserted by the Executive during that meeting;

WHEREAS, the Company desires that for the foreseeable future the Executive will serve as the Company’s President, Chief Executive Officer and Chief Operating Officer, as well as a member of the Board of Directors, and the Executive is willing to continue to serve in all the foregoing positions on the terms and conditions set forth in this Amended Agreement.

NOW, THEREFORE in consideration of the mutual covenants and promises contained herein and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

Effective Date and Term of Employment. As of the first date stated above (“Effective Date”), the Executive shall serve as the Company’s President, Chief Executive Officer (“CEO”), and Chief Operating Officer (“COO”). The Company shall employ Executive, and Executive hereby agrees to be employed by the Company as the Company’s President, CEO, and COO until the first to occur of the following events: a) the voluntary termination of the Executive’s employment by the Company or by the Executive as specified in subparagraph 4.3 below; b) the Executive resigns for Good Reason as specified in subparagraphs paragraphs 4.5 and 5.5 of this Amended Agreement; c) the Company terminates the Executive’s employment for Cause as specified in subparagraph 4.2 of this Amended Agreement; d) the death or disability of the Executive as specified in subparagraph 4.4 of this Amended Agreement occurs; or e) the

Board of Directors elects a different person to be President and CEO, in which event Executive may at his sole option elect to continue his employment as the Company’s COO on the same terms and conditions as are stated herein, or elect to terminate his employment with the Company pursuant to subsection a) of this Paragraph 1 and subparagraph 4.3 below.

Duties and Responsibilities. The Executive agrees to work for the Company as its President, CEO, and COO, performing all of the duties and responsibilities inherent in such positions. As the President, CEO, and COO, the Executive shall report to the Company’s Board of Directors and shall be subject to the supervision thereof, and Executive shall have such authority as is delegated by the Board, which authority shall be sufficient for Executive to perform all of the duties of the three offices referenced herein. The Board shall include Executive in the slate of Directors presented to the Stockholders in connection with the 2015 annual meeting. Executive shall be based at the Company’s offices in Wilmington, MA and shall devote Executive’s full business time and reasonable best efforts in the performance of the foregoing services; provided, however, that Executive may work remotely from home for up to two days per week. Subject to the restrictions set forth in Section 6.4, Executive may accept other board memberships or service with other charitable organizations that are not in conflict with Executive’s primary responsibilities and obligations to the Company.

Compensation and Benefits.

3.1

Salary. The Company has prior to the Effective Date hereof and shall continue to pay Executive a base salary of $10,384.62 every two weeks (i.e., at an annualized rate of $270,000 per year), payable in accordance with the Company’s customary payroll practices (the “Base Salary”). The Base Salary thereafter shall be subject to annual review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion on the anniversary of the Commencement Date each year of the Agreement Term, provided, however, that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the Company is similarly reduced.

3.2

Annual Incentive. For the fiscal year ending June 30, 2015, Executive will be eligible to receive an annual cash bonus in an amount up to $135,000, as and to the extent approved by the Board of Directors based on its consideration of Executive’s performance during the fiscal year ending June 30, 2015. For the fiscal year ending June 30, 2016 and in subsequent fiscal years, Executive will be eligible to receive an annual cash bonus in an amount up to $135,000, subject to Executive achieving any performance milestones that are established and approved by the Board of Directors within 60 days following the beginning of such fiscal year. The bonus(es), if payable, shall be calculated and paid within 30 days after the end of the fiscal year in which such bonus was earned; provided, however, that the Company may delay the calculation and payment of any portion of such bonus which is based on the attainment of a revenue, earnings or similar milestone until the completion of the audit of the Company’s financial statements for the fiscal year in question.

3.3

Long-Term Incentives. The Company previously, in 2011, granted the Executive certain stock options in connection with his service as a consultant to the Company (“Initial Options”), and that grant was consistent with the Company’s 2004 Stock Option Plan (“2004 SOP”). The Initial Options are now fully-vested and exercisable by Executive. In

September 2012, and in March and July 2014, the Company granted the Executive additional stock options pursuant to the 2004 SOP (“At Risk Options”), which options are also subject to the Change in Control Plan adopted in September 2012 (“Control Plan”). The Executive’s 2012 At Risk Options are now fully vested and exercisable; the 2014 At Risk Options are partially vested and exercisable as of the Effective Date hereof. Executive and Company acknowledge and agree that the Executive’s Initial and At Risk Options are and shall be governed in all respects by the 2004 SOP, as the same may be amended from time to time and by the Control Plan, as amended from time to time; provided however that notwithstanding anything to the contrary in the 2004 SOP or the Control Plan, as amended, in the event a Change in Control occurs, as such term is defined in the Control Plan, then the latest date(s) by which Executive may exercise his Initial and At Risk Options shall not accelerate but shall remain as stated in the respective stock option grants unless the Executive consents in writing to a shorter time period. To the extent there is any conflict between the provisions of this Amended Agreement and either the 2004 SOP and the Control Plan (as either is amended), the provisions of this Amended Agreement shall control.

3.4

Fringe Benefits. Executive shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its executive employees, if any, to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate, including, but not limited to health care plans, short and long term disabilities plans, life insurance plans, retirement plans, and all other benefit plans from time to time in effect. Executive shall also be entitled to take four (4) weeks of fully paid vacation in accordance with Company policy.

3.5

Reimbursement of Certain Expenses. Executive shall be reimbursed for such reasonable and necessary business expenses incurred by Executive while Executive is employed by the Company, which are directly related to the furtherance of the Company’s business, including compensation under the Company’s standard policies if Executive uses his personal vehicle for Company business where such business is more than one hundred fifty (150) miles from the Company’s main offices or Executive’s home, wherever such trip commences. Executive will be furnished with a corporate credit card for business expenses. The Executive must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same and business expenses must be substantiated by appropriate receipts and documentation. The Company may request additional documentation or a further explanation to substantiate any business expense submitted for reimbursement, and retains the discretion to approve or deny a request for reimbursement. If a business expense reimbursement is not exempt from Section 409A of the Code, any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such business expense is incurred by the Executive.

3.6

Indemnification. The Company shall continue to indemnify Executive to the fullest extent permitted under applicable law and as set forth in the Company’s Articles of Organization and the Company’s By-laws, each as they may be amended or restated from time to

time. The Company shall maintain Directors’ & Officers’ liability policies issued by one or more insurance companies that are rated AAA by A.M. Best Co. for as long as Executive is an officer and/or Director of the Company. Each such policy shall identified Executive as an insured person with respect to each of the three offices/positions he holds pursuant to this Amended Agreement, and each policy (or combination of policies, if applicable) shall contain limits of coverage specifically approved by Executive The indemnification and insurance coverage referred to in this subparagraph 3.6 shall survive the termination of Executive’s employment by the Company.

3.7

Certain Legal Fees. The Company shall reimburse Executive for the reasonable legal fees he incurs in connection with the negotiation and preparation of this Amended Agreement.

Termination of Employment Period. The Employment Period shall terminate upon the occurrence of any of the following:

4.1

Termination of the Agreement Term. There is no stated duration of this Amended Agreement, which may be terminated on the terms specified in subparagraphs 4.2, 4.3, or 4.4 below.

4.2

Termination for Cause. At the election of the Company, upon its determination there is “Cause” to do so, upon written notice by the Company to Executive. For the purposes of this Section, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following:

(a)

Executive’s conviction or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or

(b)

Executive’s dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material breach of his duties under this Agreement, which has not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or

(c)

Executive’s illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company.

4.3

Voluntary Termination by either the Company or the Executive. At the election of the Company or Executive, without Cause and for any reason including but not limited to Good Reason (as those capitalized terms are defined herein and collectively, “Voluntary Termination”), upon forty-five (45) days prior written notice delivered by one party to the other as set forth herein; provided, however, that the Company and Executive may mutually agree to a shorter notice period, which shall not affect the Company’s obligation to pay the Executive his regular compensation and benefits during said entire forty-five (45) day notice period. On and as of the effective date of such Voluntary Termination (i.e., forty-five (45) days after delivery of notice or an earlier date as mutually agreed), the Executive shall tender in writing his resignation from and be relieved of his duties for the positions/offices from which his

employment is terminated. Executive’s election to resign for Good Reason is subject to the notice and cure periods set forth in subparagraph 5.5 below, but the same do not apply to any other Voluntary Termination.

4.4

Death or Disability. Thirty days after the death or determination of disability of Executive. As used in this Agreement, the determination of “disability” shall occur when Executive, due to a physical or mental disability, for a period of ninety (90) days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company, provided that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) Executive shall be deemed to have a “disability” if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried by the Company or by Executive; and (ii) if and only to the extent that Executive’s disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, “disability” shall have the meaning set forth in Section 409A(a)(2)(C) of the Code.

Effect of Termination.

5.1

Termination for Cause, or at Executive’s Death or Disability. In the event that Executive’s employment is terminated for Cause (as defined in subparagraph 4.2 above), the Company shall have no further obligations under this Agreement other than to pay to Executive his Base Salary and accrued vacation through the last day of Executive’s actual employment by the Company. In the event that Executive’s employment is terminated upon Executive’s death or disability (as defined in subparagraph 4.4 above), the Company shall have no further obligations under this Agreement other than (i) to pay to Executive, in a single lump sum upon the effective date of such termination, his Base Salary and accrued vacation through the effective date of such termination and (ii) to pay to Executive, in a single lump sum, a pro rata portion of any bonus (to the extent earned prior to such termination) for the fiscal year in which termination occurs, pursuant to Section 3.2 of this Amended Agreement. Notwithstanding the foregoing, in the event Executive dies or is determined to be fully disabled after the date of the event that triggers payment(s) to Executive pursuant to the Control Plan (as amended), all such payments shall be paid to the Executive or his estate.

5.2

Voluntary Termination by the Company or Executive. In the event of (a) Executive’s Voluntary Termination pursuant to subparagraph 4.3 above, and (b) (i) Executive executes a release in favor of the Company substantially in the form annexed hereto as Exhibit A not later than thirty (30) days after such termination and (ii) the period in which Executive is entitled to revoke such release has expired without any such revocation then, beginning on the 45^th day after the date of such termination, (x) the Company shall continue to pay to Executive the annual Base Salary that was in effect immediately prior to such termination for twelve (12) months on a regular payroll basis (with the first such payment including all amounts due and otherwise unpaid from the date of termination through the date of such payment), (y) the Company shall continue Executive’s coverage under and its contributions towards Executive’s health care, dental, life insurance benefits on the same basis as in effect immediately prior to the

date of termination, except as provided below, for twelve (12) months from the effective date of the termination of Executive’s employment as referenced herein, and (z) in addition to the foregoing amounts, the Company shall pay Executive in a single lump sum, a pro rata portion of any bonus (to the extent earned prior to such termination) for the year in which termination occurs, pursuant to Section 3.2. Notwithstanding the foregoing, subject to any overriding laws, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company.

5.3

Notwithstanding any other provision of this Amended Agreement with respect to the timing of payments under Section 5, if, at the time of the Executive’s termination, the Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Executive may become entitled under Section 5 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the effective date of termination, on which date the Executive shall be paid an aggregate amount equal to six months of payments otherwise due to the Executive under the terms of Section 5, as applicable. After the first business day of the seventh month following the date of termination and continuing each month thereafter, the Executive shall be paid the regular payments otherwise due to the Executive in accordance with the terms of Section 5, as thereafter applicable.

5.4

Upon Executive’s termination pursuant to subparagraphs 4.3 or 4.4 of this Amended Agreement, all Initial and At Risk Options (collectively, “the Options”) then held by Executive shall become fully vested and shall be exercisable as of the date of Executive’s termination; provided however, the time period within which Executive may exercise some or all of said Options shall not be shortened or accelerated without Executive’s express written consent but shall instead remain as stated in the respective stock option grants.

5.5

As used in this Amended Agreement, “Good Reason” means, without Executive’s written consent, (a) a “material diminution” (as such term is used in Section 409A of the Code) of the duties assigned to Executive (provided, however, that no termination of Executive’s service as a member of the Board, regardless of the reason therefor, shall constitute a “material diminution” of Executive’s duties for purposes of this Section 5.5); (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); (c) relocation to an office more than 50 miles further from Executive’s current residence in Massachusetts than the Company’s current location in the greater Boston area is located from such residence; (d) a “Change of Control” of the Company, as that term is defined in the Control Plan; or (e), the acquisition (other than an acquisition directly from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the Company (the “Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of

(i) 50% or more of the then outstanding Voting Stock, or (ii) Voting Stock which has the effect of increasing the percentage of Voting Stock owned by any such individual, entity or group to 50% or more of the then outstanding Voting Stock, shall not constitute a Change of Control. Notwithstanding the occurrence of any of the events enumerated in this Section 5.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses.

5.6

The provisions of this Section 5 and the payments provided hereunder are intended to be exempt from or to comply with the requirements of Section 409A of the Code, and shall be interpreted and administered consistent with such intent. To the extent required for compliance with Section 409A, references in this Agreement to a “termination of employment” shall mean a “separation of service” as defined by Section 409A. It is further intended that each installment of the payments provided hereunder shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

Nondisclosure and Noncompetition.

6.1

Proprietary Information.

(a)

Executive agrees that all information and know-how that has been reduced to writing, of a private, secret or confidential nature concerning the Company’s business or financial affairs that Executive acquired or that came into the Executive’s possession while he has been employed by the Company (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, designs, drawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs and codes, and customer and supplier lists. Executive will not disclose any Proprietary Information to others outside the Company except in the performance of his duties or use the same for any unauthorized purposes without written approval by an officer of the Company, either during or after his employment, unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by Executive, or unless otherwise required by law.

(b)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession while he is employed by the Company shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for the Company.

(c)

Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above, also

extends to such types of information, know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the course of his employment with the Company.

6.2

Inventions

(a)

Disclosure. Executive shall disclose promptly to an officer or to attorneys of the Company in writing any idea, invention, work of authorship, whether patentable or unpatentable, copyrightable or uncopyrightable, including, but not limited to, any computer program, software, command structure, code, documentation, compound, genetic or biological material, formula, manual, device, improvement, method, process, discovery, concept, algorithm, development, secret process, machine or contribution (any of the foregoing items hereinafter referred to as an “Invention”) that Executive may conceive, make, develop or work on, in whole or in part, solely or jointly with others while he is employed by the Company, that pertains to the line(s) of business in which the Company is engaged and that has been reduced to drawings, written description, documentation, models or other tangible form. The disclosure required by this Section applies (a) to any invention related to the line(s) of business engaged in by the Company or regarding which the Company made active plans to engage in during the period of Executive’s employment with the Company; (b) with respect to all Inventions whether or not they are conceived, made, developed or worked on by Executive during Executive’s regular hours of employment with the Company; and (c) whether or not the Invention was made at the suggestion of the Company.

(b)

Assignment of Inventions to Company; Exemption of Certain Inventions. Executive hereby assigns to the Company without royalty or any other further consideration Executive’s entire right, title and interest in and to all Inventions which Executive conceives, makes, develops or works on during employment, except as limited by 6.2(a) above and those Inventions that Executive develops entirely on Executive’s own time after the date of this Amended Agreement without using the Company’s equipment, supplies, facilities or trade secret information unless those Inventions either (a) relate at the time of conception or reduction to practice of the Invention to the Company’s then current business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company while he is employed by the Company.

(c)

Records. Executive will make and maintain adequate and current written records of all Inventions. These records shall be and remain the property of the Company but Executive shall have unrestricted access to such information while he is employed by the Company and upon a reasonable request for access thereafter.

(d)

Patents. Executive will assist the Company in obtaining, maintaining and enforcing patents and other proprietary rights in connection with any Invention covered by Section 6.2. Executive further agrees that his obligations under this Section shall continue beyond the termination of his employment with the Company, but if he is called upon to render such assistance after the termination of such employment, he shall be entitled to a fair and reasonable rate of compensation for such assistance. Executive shall, in addition, be entitled to reimbursement of any expenses incurred at the request of the Company relating to such assistance.

6.3

Prior Contracts and Inventions; Information Belonging to Third Parties. Executive represents that he is not a party to any contracts to assign Inventions between any other person or entity and Executive. Executive further represents that (a) Executive is not obligated under any consulting, employment or other agreement which would affect the Company’s rights or Executive’s duties under this Agreement, (b) there is no action, investigation, or proceeding pending or threatened, or any basis therefor known to Executive involving his prior employment or any consultancy or the use of any information or techniques alleged to be proprietary to any former employer, and (c) the performance of Executive’s duties as an employee of the Company will not breach, or constitute a default under any agreement to which Executive is bound, including, without limitation, any agreement limiting the use or disclosure of proprietary information acquired in confidence prior to engagement by the Company. Executive will not, in connection with Executive’s employment by the Company, use or disclose to the Company any confidential, trade secret or other proprietary information of any previous employer or other person to which Executive is not lawfully entitled.

6.4

Noncompetition and Nonsolicitation.

(a)

During the Employment Period and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity pertaining to the Company’s business of trace explosives detection or such other services or products provided by the Company at the time Executive’s employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

(b)

During the Employment Period and for a period of 12 months after the termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, recruit, solicit or induce, or attempt to recruit, solicit or induce any employee or employees of the Company with whom Executive worked or who reported to him during his employment with the Company to terminate their employment with, or otherwise cease their relationship with, the Company.

(c)

During the Employment Period and for a period of 12 months after termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, contact, solicit, divert or take away, or attempt to solicit, contact, divert or take away, the business or patronage of any of the Company’s existing clients, customers or accounts, or the business or patronage of prospective clients, customers or accounts, of the Company whom or which Executive solicited within twelve (12) months prior to the end of his employment by the Company.

6.5

If any restriction set forth in this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

6.6

The restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach of this Section will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief in a court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees in such an action. In addition, the Company’s obligation to pay Executive the amount set fourth in Section 5.2 or 5.3 shall terminate in the event a court of competent jurisdiction determines or the parties mutually agree that Executive materially breached any terms and conditions in Section 6. If the Company breaches its obligation to pay Executive any of the amounts due under the Amended Agreement, all of Executive’s obligations in this Section 6 shall terminate.

Entire Agreement. This Amended Agreement constitutes the entire agreement between the parties and as of the Effective Date hereof (the first date written above) supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement, including without limitation the Employment Agreement dated as of March 19, 2012 between the Company and the Executive.

Amendment. This Amended Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.

Governing Law; Waiver of Jury Trial. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws thereunder. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.

complete transmission) to the party at the party’s last known address or facsimile number or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section.

11.

Successors and Assigns.

11.1

Assumption by Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to assume in writing prior to such succession and to agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Successions by virtue of the sale of stock shall be governed by operation of law.

11.2

Successor Benefits. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of Executive are personal and shall not be assigned by him.

12.

Miscellaneous.

12.1

No Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

12.2

Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

12.3

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The signature pages of this Amended Agreement may be delivered or exchanged by the parties electronically or by facsimile.

12.4 Withholding. All payments made by the Company under this Amended Agreement shall be net of any tax or other amounts required to be withheld by the Company pursuant to applicable law.

IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement as of the day and year set forth above.

/s/ William McGann

William McGann

Date executed: March 31, 2015

IMPLANT SCIENCES CORPORATION

By: /s/ Michael C. Turmelle

Chairman of the Board

Date executed: March 31, 2015

Exhibit A

Your Release of Claims. By signing this Agreement, you hereby agree and acknowledge that, for good and valuable consideration, you are waiving your right to assert any and all forms of legal claims against the Company¹^/ of any kind whatsoever, whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). Except as set forth below, your waiver and release herein is intended to bar any form of legal claim, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or circumstance existing or arising through the Execution Date.

Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your prior employment relationship with the Company or the termination thereof, including, without limitation:

Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Federal and state statute.

Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment.

Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.

Any other Claim arising under state or federal law.

^1/

For purposes of this Agreement, the Company includes the Company and any of its divisions, affiliates (which means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company), subsidiaries and all other related entities, and its and their directors, officers, employees, trustees, agents, successors and assigns.

You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the economic benefits being provided to you under the terms of this Agreement. You further acknowledge that this release does not waive any claims you cannot by law waive and does not release any claims that arise after its execution.

It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been advised and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, because you are over the age of 40, the Age Discrimination in Employment Act (“ADEA”), which prohibits discrimination on the basis of age, allows you at least twenty-one (21) days to consider the terms of this Agreement. ADEA also allows you to rescind your assent to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified, return receipt and postmarked within such 7 day period) a notice of rescission to the Company. The eighth day following your signing of this Agreement is the Effective Date.

Also, consistent with the provisions of Federal law, nothing in this release shall be deemed to prohibit you from challenging the validity of this release under the discrimination laws (the “Federal Discrimination Laws”) or from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employment practices agency, or from participating in any investigation or proceeding conducted by the EEOC or any state fair employment practices agency. Further, nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Federal Discrimination Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Federal Discrimination Laws.

By: /s/ William McGann

Executive

Date signed: March 31, 2015

Exhibit 10.16

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 9th day of March 2015, between Brenda Baron (“Executive”) and Implant Sciences Corporation (the “Company”), a Massachusetts corporation.

Term of Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts employment with the Company, upon the terms set forth in this Agreement, commencing March 13, 2015.

Title; Capacity. The Company will employ Executive, and Executive agrees to work for the Company, as its Wilmington, MA facility to perform the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company shall from time to time assign to Executive. Executive shall report to the Company’s Chief Executive Officer (CEO) and shall be subject to the supervision of, and shall have such authority as is delegated by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive shall devote Executive’s full business time and reasonable best efforts in the performance of the foregoing services. Subject to the restrictions set forth in Section 6.4, Executive may accept board memberships or service with charitable organizations that are not in conflict with Executive’s primary responsibilities and obligations to the Company.

Compensation and Benefits.

3.1

Salary. During the term of this Agreement, the Company shall pay Executive a base salary calculated at the rate of $180,000 per annum, payable in accordance with the Company’s customary payroll practices (the “Base Salary”). The Base Salary thereafter may be subject to review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion, provided, however, that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the Company is also reduced.

3.2

Annual Incentive. For each fiscal year during Executive’s employment, he/she will be eligible to receive an annual cash bonus in an amount up to 50% of the annual Base Salary, subject to Executive achieving certain performance milestones to be established by the Chief Executive Officer, with the approval of the Board. Said bonus shall be paid no later than 15^th day of March following the fiscal year within which the bonus was earned.

3.3

Fringe Benefits. Executive shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its executive employees at the same level as Executive, if any, to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate, including, but not limited to, health care plans, short and long term disabilities plans, life insurance plans, retirement plans, and all other benefit plans from time to time in effect. Executive shall also be entitled to take twenty-seven (27) days of fully paid vacation in accordance with Company policy.

3.4

3.5

Indemnification. The Company shall indemnify Executive to the fullest extent permitted under applicable law, the Company’s Articles of Organization and the Company’s By-laws, each as they may be amended from time to time. The Executive shall be insured under the Company’s Directors’ & Officers’ liability policy in the same manner as other senior executives of the Company for as long as Executive is an officer or director of the Company and as long as the Company maintains such policy in force. Such indemnity and insurance shall survive the termination of Executive’s employment by the Company.

Termination of Employment Period. Employee’s employment under the terms of this agreement may terminate upon the occurrence of any of the following:

4.1

Termination for Cause. At the election of the Company, for “Cause,” upon written notice by the Company to Executive. For the purposes of this Section, “Cause” for termination shall be deemed to exist upon the occurrence of any of the following:

(a)

Executive’s conviction or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or

(b)

Executive’s dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material failure to perform his duties under this Agreement which has not been cured by Executive within 10 days after he shall have received written notice from the Company stating with reasonable specificity the nature of such failure to perform; or

(c)

Executive’s illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company.

4.2

Voluntary Termination by the Company. At the election of the Company, without Cause.

4.3

Death or Disability. Upon the death or disability of Executive. As used in this Agreement, “disability” shall occur when Executive, due to a physical or mental disability, for a period of 90 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement.

4.4

Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at the election of Executive for Good Reason (as defined below), upon written notice by the Executive to the Company.

4.5

Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days prior written notice by him/her to the Company.

Effect of Termination.

5.1

Termination for Cause, at the Election of Executive, or at Death or Disability. In the event that Executive’s employment is terminated for Cause, the Company shall have no further obligations under this Agreement other than to pay to Executive Base Salary and accrued vacation through the last day of Executive’s actual employment by the Company. In the event that Executive’s employment is terminated upon Executive’s death or disability, or at the election of Executive, the Company shall have no further obligations under this Agreement other than (i) to pay to Executive, in a single lump sum upon such termination, Base Salary and accrued vacation through the last day of Executive’s actual employment by the Company and (ii) to pay to Executive, in a single lump sum, a pro rata portion of any bonus (to the extent earned prior to such termination) for the fiscal year in which termination occurs, pursuant to Section 3.2.

5.2

Voluntary Termination by the Company, or for Good Reason. In the event that Executive’s employment is terminated during the term of this Agreement without Cause, or by Executive’s resignation for Good Reason, and Executive executes a release satisfactory to the Company in favor of the Company, and the period in which Executive is entitled to revoke such release has expired without any such revocation, then the Company shall continue to pay to Executive the annual Base Salary in effect immediately prior to such termination for the six month period following Executive’s last day of employment. In addition, the Company shall continue Executive’s coverage under and its contributions towards Executive’s health care, dental, and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, for the six-month period following Executive’s last day of employment. In addition to the foregoing amounts, the Company shall pay Executive in a single lump sum, a pro rata portion of any bonus (to the extent earned prior to such termination) for the year in which termination occurs, pursuant to Section 3.2. Notwithstanding the foregoing, subject to any overriding laws, the Company shall not be required to provide any health care, dental, or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company.

5.3

Notwithstanding any other provision with respect to the timing of payments under Section 5, if, at the time of the Executive’s termination, the Executive is deemed to be a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which the Executive may become entitled under Section 5 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date of termination, at which time the Executive shall be paid an aggregate amount equal to six months of payments

otherwise due to the Executive under the terms of Section 5, as applicable. After the first business day of the seventh month following the date of termination and continuing each month thereafter, the Executive shall be paid the regular payments otherwise due to the Executive in accordance with the terms of Section 5, as thereafter applicable.

5.4

Upon Executive’s termination without Cause during the term of this Agreement, or as a result of Executive’s resignation for Good Reason during the term of this Agreement, all stock options granted by the Company and then held by Executive shall be accelerated and become fully vested and exercisable as of the date of Executive’s termination.

5.5

As used in this Agreement, “Good Reason” means, without Executive’s written consent, (a) a “material diminution” (as such term is used in Section 409A of the Code) of the duties assigned to Executive (provided, however, that no termination of Executive’s service as a member of the Board, regardless of the reason therefore, shall constitute a “material diminution” of Executive’s duties for purposes of this Section 5.5); (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation to an office more than 50 miles further from Executive’s current residence in Massachusetts than the Company’s current location in the greater Boston area is located from such residence. Notwithstanding the occurrence of any of the events enumerated in this Section 5.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses.

5.6

Nondisclosure and Noncompetition.

6.1

Proprietary Information.

(a)

Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, designs, drawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs and codes, and customer and supplier lists. Executive will not disclose

any Proprietary Information to others outside the Company except in the performance of his duties or use the same for any unauthorized purposes without written approval by an officer of the Company, either during or after his employment, unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by Executive, or unless otherwise required by law.

(b)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for the Company.

(c)

Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above, also extends to such types of information, know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the course of the Company’s business.

6.2

Inventions

(a)

Disclosure. Executive shall disclose promptly to an officer or to attorneys of the Company in writing any idea, invention, work of authorship, whether patentable or un-patentable, copyrightable or un-copyrightable, including, but not limited to, any computer program, software, command structure, code, documentation, compound, genetic or biological material, formula, manual, device, improvement, method, process, discovery, concept, algorithm, development, secret process, machine or contribution (any of the foregoing items hereinafter referred to as an “Invention”) Executive may conceive, make, develop or work on, in whole or in part, solely or jointly with others. The disclosure required by this Section applies (a) to any invention related to the general line of business engaged in by the Company or to which the Company planned to enter during the period of Executive’s employment with the Company and for one year thereafter; (b) with respect to all Inventions whether or not they are conceived, made, developed or worked on by Executive during Executive’s regular hours of employment with the Company; (c) whether or not the Invention was made at the suggestion of the Company; and (d) whether or not the Invention was reduced to drawings, written description, documentation, models or other tangible form.

(b)

Assignment of Inventions to Company; Exemption of Certain Inventions. Executive hereby assigns to the Company without royalty or any other further consideration Executive’s entire right, title and interest in and to all Inventions which Executive conceives, makes, develops or works on during employment and for one year thereafter, except as limited by 6.2(a) above and those Inventions that Executive develops entirely on Executive’s own time after the date of this Agreement without using the Company’s equipment, supplies, facilities or trade secret information unless those Inventions either (a) relate at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company.

(c)

Records. Executive will make and maintain adequate and current written records of all Inventions. These records shall be and remain the property of the Company.

(d)

6.3

Prior Contracts and Inventions; Information Belonging to Third Parties. Executive represents that there are no contracts to assign Inventions between any other person or entity and Executive. Executive further represents that (a) Executive is not obligated under any consulting, employment or other agreement which would affect the Company’s rights or my duties under this Agreement, (b) there is no action, investigation, or proceeding pending or threatened, or any basis therefor known to me involving Executive’s prior employment or any consultancy or the use of any information or techniques alleged to be proprietary to any former employer, and (c) the performance of Executive’s duties as an employee of the Company will not breach, or constitute a default under any agreement to which Executive is bound, including, without limitation, any agreement limiting the use or disclosure of proprietary information acquired in confidence prior to engagement by the Company. Executive will not, in connection with Executive’s employment by the Company, use or disclose to the Company any confidential, trade secret or other proprietary information of any previous employer or other person to which Executive is not lawfully entitled.

6.4

Noncompetition and Non-solicitation.

(a)

During Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of trace explosives detection or such other services or products provided by the Company at the time employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for

compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.

(b)

During the Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, recruit, solicit or induce, or attempt to recruit, solicit or induce any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company.

(c)

During the Executive’s employment with the Company and for a period of 12 months after termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, contact, solicit, divert or take away, or attempt to solicit, contact, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company.

6.5

6.6

The restrictions contained in this Section are necessary for the protection of the business, proprietary information, and goodwill of the Company and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach of this Section will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. The prevailing party shall be entitled to recover its reasonable attorneys’ fees in such an action. In addition, the Company’s obligation to pay Executive the amount set forth in Section 5.2 or 5.3 shall terminate in the event Executive materially breaches any terms and conditions in Section 6.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement between the Company and the Executive. For the avoidance of doubt, however, this Agreement is in addition to, and shall not supersede any stock option agreement between the Company and Executive.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.

Arbitration. All disputes concerning compliance with or the interpretation of this Agreement, or any other aspect of Employee’s employment with the Company or the termination of that employment, shall be resolved by a single arbitrator under the Employment Dispute Rules then obtaining of the American Arbitration Association. The decision of the arbitrator shall be final and binding. Notwithstanding the foregoing, any claims by the Company concerning

Executive’s compliance with the Nondisclosure and Noncompetition provisions of this Agreement are excluded from the scope of this Arbitration provision and may be brought in any court of competent jurisdiction. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of laws thereunder.

10.

Notices. Any notice or other communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s last known address or facsimile number or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section.

11.

Successors and Assigns.

11.1

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of Executive are personal and shall not be assigned by him.

12.

Miscellaneous.

12.1

12.2

12.3

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

/s/ Brenda L. Baron

Executive

Date executed: March 13, 2015

IMPLANT SCIENCES CORPORATION

By: /s/ William McGann

William McGann

Chief Executive Officer

Date executed: March 16, 2015

Exhibit 10.17

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 9th day of March 2015, between Todd Silvestri (“Executive”) and Implant Sciences Corporation (the “Company”), a Massachusetts corporation.

Compensation and Benefits.

3.1

Salary. During the term of this Agreement, the Company shall pay Executive a base salary calculated at the rate of $200,000 per annum, payable in accordance with the Company’s customary payroll practices (the “Base Salary”). The Base Salary thereafter may be subject to review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion, provided, however, that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the Company is also reduced.

3.2

3.3

Fringe Benefits. Executive shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its executive employees at the same level as Executive, if any, to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate, including, but not limited to, health care plans, short and long term disabilities plans, life insurance plans, retirement plans, and all other benefit plans from time to time in effect. Executive shall also be entitled to take twenty-seven (27) weeks of fully paid vacation in accordance with Company policy.

3.4

3.5

Termination of Employment Period. Employee’s employment under the terms of this agreement may terminate upon the occurrence of any of the following:

4.1

(a)

Executive’s conviction or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or

(b)

(c)

Executive’s illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company.

4.2

Voluntary Termination by the Company. At the election of the Company, without Cause.

4.3

4.4

4.5

Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days prior written notice by him/her to the Company.

Effect of Termination.

5.1

5.2

5.3

5.4

5.5

5.6

Nondisclosure and Noncompetition.

6.1

Proprietary Information.

(a)

(b)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for the Company.

(c)

6.2

Inventions

(a)

(b)

Assignment of Inventions to Company; Exemption of Certain Inventions. Executive hereby assigns to the Company without royalty or any other further consideration Executive’s entire right, title and interest in and to all Inventions which Executive conceives, makes, develops or works on during employment and for one year thereafter, except as limited by 6.2(a) above and those Inventions that Executive develops entirely on Executive’s own time after the date of this Agreement without using the Company’s equipment, supplies, facilities or trade secret information unless those Inventions either (a) relate at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company.

(c)

Records. Executive will make and maintain adequate and current written records of all Inventions. These records shall be and remain the property of the Company.

(d)

6.3

6.4

Noncompetition and Non-solicitation.

(a)

(b)

(c)

6.5

6.6

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.

10.

11.

Successors and Assigns.

11.1

12.

Miscellaneous.

12.1

12.2

12.3

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

/s/ Todd Silvestri

Executive

Date executed: March 12, 2015

IMPLANT SCIENCES CORPORATION

By: /s/ William McGann

William McGann

Chief Executive Officer

Date executed: March 12, 2015

Exhibit 10.18

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 16th day of September 2015, between Roger Deschenes (“Executive”) and Implant Sciences Corporation (the “Company”), a Massachusetts corporation.

Compensation and Benefits.

3.1

Salary. During the term of this Agreement, the Company shall pay Executive a base salary calculated at the rate of $246,100 per annum, payable in accordance with the Company’s customary payroll practices (the “Base Salary”). The Base Salary thereafter may be subject to review and adjustment, as determined by the Board (or the Compensation Committee of the Board) in its sole discretion, provided, however, that the Base Salary may not be decreased without the Executive’s consent unless the compensation payable to all executives of the Company is also reduced.

3.2

3.3

3.4

3.5

Termination of Employment Period. Employee’s employment under the terms of this agreement may terminate upon the occurrence of any of the following:

4.1

(a)

Executive’s conviction or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or

(b)

(c)

Executive’s illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company.

4.2

Voluntary Termination by the Company. At the election of the Company, without Cause.

4.3

4.4

4.5

Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days prior written notice by him/her to the Company.

Effect of Termination.

5.1

5.2

5.3

5.4

5.5

5.6

Nondisclosure and Noncompetition.

6.1

Proprietary Information.

(a)

(b)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for the Company.

(c)

6.2

Inventions

(a)

(b)

Assignment of Inventions to Company; Exemption of Certain Inventions. Executive hereby assigns to the Company without royalty or any other further consideration Executive’s entire right, title and interest in and to all Inventions which Executive conceives, makes, develops or works on during employment and for one year thereafter, except as limited by 6.2(a) above and those Inventions that Executive develops entirely on Executive’s own time after the date of this Agreement without using the Company’s equipment, supplies, facilities or trade secret information unless those Inventions either (a) relate at the time of conception or reduction to practice of the Invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company.

(c)

Records. Executive will make and maintain adequate and current written records of all Inventions. These records shall be and remain the property of the Company.

(d)

6.3

6.4

Noncompetition and Non-solicitation.

(a)

(b)

(c)

6.5

6.6

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Executive.

10.

11.

Successors and Assigns.

11.1

12.

Miscellaneous.

12.1

12.2

12.3

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

/s/ Roger P. Deschenes

Executive

Date executed: September 16, 2015

IMPLANT SCIENCES CORPORATION

By: /s/ William McGann

William McGann

Chief Executive Officer

Date executed: September 16, 2015

Exhibit 10.65

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Agreement”) is made effective as of May 4 2015 (the “Effective Date”) by and between DMRJ Group LLC (the “Assignor”) and Montsant Partners LLC (the “Assignee”). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Purchase Agreement as hereinafter defined.

RECITALS:

WHEREAS, Implant Sciences Corporation, a Massachusetts corporation (“Company”) and the Assignor are parties to that certain Note and Warrant Purchase Agreement, dated as of December 10, 2008 (as amended to the date hereof and as further amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”);

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s rights, title and interest in and to that Senior Secured Convertible Promissory Note dated December 10, 2008 in the original principal amount of $5,600,000 made by Company in favor of Assignor (the “Assigned Note”);

WHEREAS, the Assigned Note is one of various promissory notes issued by the Company and purchased by Assignor under the Purchase Agreement (such promissory notes, other than the Assigned Note, the “Other Notes”);

WHEREAS, in connection with the assignment hereunder of the Assigned Note by Assignor to Assignee, Assignor shall also assign to Assignee a pro-rata share (to the extent of Assignor’s interest in the Assigned Note) in and to all of Assignor’s (a) right, title and interest in and to the Purchase Agreement, the Transactional Documents (other than the Other Notes and the Warrants), the Collateral and all attendant liens, rights, assignments and interests (including security interests) pertaining to or arising therefrom and (b) obligations and other duties as an Investor under the Transaction Documents (other than the Other Notes and the Warrants) and the Collateral, as more specifically set forth herein (collectively with the Assigned Note, the “Assigned Interest”); and

WHEREAS, Assignee desires to become an Investor under the Purchase Agreement and the other Transaction Documents (other than the Other Notes and the Warrants) and to accept such assignment and delegation from Assignor.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions, and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

ASSIGNMENT, DELEGATION, AND ACCEPTANCE

1.1

Assignment. As of the Effective Date, Assignor hereby transfers and assigns to Assignee, without recourse and without representations or warranties of any kind (except as set forth in Section 3.2), all of Assignor’s right, title, and interest in and to the Assigned Interests. Assignor agrees that if after the Effective Date it receives payment in respect of the Assigned Note and/or any other payment or amount relating to the Assigned Interests (including without limitation any proceeds of any portion of the Collateral), it shall hold the same in trust for Assignee and promptly (but in any event within two (2) Business Days following Assignor’s receipt thereof) remit such amount directly to Assignee in immediately available funds.

1.2

Delegation. As of the Effective Date, Assignor hereby irrevocably assigns and delegates to Assignee, to the extent of Assignee’s pro-rata share thereof, Assignor’s duties and obligations pursuant to the Transaction Documents (other than the Other Notes and the Warrants), but only to the extent relating to the Assigned Note.

1.3

Acceptance by Assignee. As of the Effective Date, (i) Assignee irrevocably assumes and accepts the assignment and delegation provided from in Sections 1.1 and 1.2 hereof and agrees to be an Investor under the Transaction Documents (other than in respect of the Other Notes and the Warrants) and to be bound by the terms and conditions thereof and (ii) Assignor agrees, to the extent provided herein, to relinquish its rights with respect to the Assigned Interests.

1.4

Agency. Each of Assignor and Assignee hereby appoints Assignor as its collateral agent under the Purchase Agreement and the other Transaction Documents (other than the Warrants). In such capacity, Assignor shall hold, maintain and enforce Assignor’s and Assignee’s rights in, to and against the Collateral and otherwise deal with the Collateral for the ratable benefit of Assignor and Assignee. Company hereby acknowledges that all security interests granted under any and all security agreements heretofore and hereafter entered into in connection with the transactions contemplated by the Purchase Agreement shall be deemed security interests granted to Assignor as collateral agent for the ratable benefit of each of Assignor and Assignee.

1.4

Effective Date. This Agreement shall become effective on and as of the Effective Date upon the execution and delivery of this Agreement by the parties hereto. Notwithstanding anything to the contrary in this Agreement, Assignor shall have no obligation to pay to Assignee any payment received prior to the Effective Date on account, directly or indirectly, of the Assigned Note.

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1

Assignee’s Representations and Warranties. Assignee hereby represents, warrants, and covenants the following to Assignor:

(a)

Assignee has full power and authority and has taken all action necessary to execute and deliver this Agreement and to fulfill the obligations hereunder and to consummate the transactions contemplated hereby.

(b)

Assignee is familiar with transactions of the kind and scope reflected in the Transaction Documents and in this Agreement.

(c)

Assignee has received and conducted its own evaluation of the Transaction Documents and such other documents and information (including financial statements and financial information) as it deemed appropriate to make its own credit analysis and decision to enter into this Agreement and has made its decision to become an Investor for all purposes independently and without reliance upon Assignor, and will continue to do so.

(d)

As of the Effective Date, Assignee is entitled to receive payments of principal and interest in respect of the Assigned Note without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof.

2.2

Assignor’s Representations and Warranties. Assignor hereby represents, warrants and covenants the following to Assignee:

(a)

Assignor has full power and authority and has taken all action necessary to execute and deliver this Agreement and to fulfill the obligations hereunder and to consummate the transactions contemplated hereby.

(b)

Assignor is the legal and beneficial owner of the Assigned Interests, free and clear of any adverse claim, lien, encumbrance, security interest, restriction on transfer, purchase option, call or similar right of a third party.

(c)

Assignor makes no representation or warranty and assumes no responsibility with respect to (A) the truth, correctness and validity of any of the statements, warranties or representations made by Company or any other person in the Purchase Agreement, any Transaction Document or any other instrument or document furnished pursuant thereto or in connection therewith, or (B) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Purchase Agreement, the other Transaction Documents or any Collateral or any other instrument or document furnished pursuant thereto or in connection therewith or (C) the financial condition of Company or any other person, or the performance or observance by Company or any other person of any of their respective obligations under the Purchase Agreement, any other Transaction Document, or any other instrument or document furnished pursuant thereto or in connection therewith.

AMENDMENTS AND WAIVERS

No amendment, modification, termination, or waiver of any provision of this Agreement will be effective without the written concurrence of Assignor and Assignee.

SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. In the event any provision of this Agreement is or is held to be invalid, illegal, or unenforceable under applicable law, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of such provision or the remaining provisions of the Agreement. In addition, in the event any provision of or obligation under this Agreement is or is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions or obligations in any other jurisdictions will not in any way be affected or impaired thereby.

SECTION TITLES

Section and subsection titles in this Agreement are included for convenience of reference only, do not constitute a part of this Agreement for any other purpose, and have no substantive effect.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

APPLICABLE LAW

THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.

COUNTERPARTS

This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile or other electronic transmission of executed signature pages hereto), each of which, when so executed and delivered, will be deemed an original and all of which shall together constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.


ASSIGNOR:	DMRJ GROUP LLC By: /s/ David Steinberg Name: David Steinberg Title:



ASSIGNEE:	MONTSANT PARTNERS LLC By: /s/ David Steinberg Name: David Steinberg Title:

ACKNOWLEDGED AND AGREED TO:

IMPLANT SCIENCES CORPORATION, the Company

By: /s/ Roger P. Deschenes

Name: Roger P. Deschenes

Title: Chief Financial Officer

ACCRUEL SYSTEMS INTERNATIONAL CORPORATION, a Guarantor

By: /s/ Roger P. Deschenes

Name: Roger P. Deschenes

Title: Vice President

IMX ACQUISITION CORP., a Guarantor

By: /s/ Roger P. Deschenes

Name: Roger P. Deschenes

Title: Vice President

C ACQUISITION CORP., a Guarantor

By: /s/ Roger P. Deschenes

Name: Roger P. Deschenes

Title: Vice President

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statements of Implant Sciences Corporation on Forms S-3 (No.’s 333-109677, 333-111434, 333-117366, 333-124058, 333-127167, 333-129911) and Forms S-8 (No.’s 333-42816, 333-111117, 333-138292, 333-144892) of our report, dated September 28, 2015, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the consolidated financial statements of Implant Sciences Corporation as of June 30, 2015 and 2014 and for the years ended and our report dated September 28, 2015 with respect to our audit of the effectiveness of internal control over financial reporting of Implant Sciences Corporation as of June 30, 2015, which reports are included in this Annual Report on Form 10-K of Implant Sciences Corporation for the year ended June 30, 2015.

Our report on the effectiveness of internal control over financial reporting expressed an adverse opinion because of the existence of material weaknesses.

/s/ Marcum LLP

Marcum LLP

Boston, Massachusetts

September 28, 2015

Exhibit 31.1

CERTIFICATION

I, William J. McGann, hereby certify that:

I have reviewed this Amendment to the Annual Report on Form 10-K/A of Implant Sciences Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 5, 2015


/s/ William J. McGann
William J. McGann
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Roger P. Deschenes, hereby certify that:

I have reviewed this Amendment to the Annual Report on Form 10-K/A of Implant Sciences Corporation;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.


Date: October 5, 2015
/s/ Roger P. Deschenes
Roger P. Deschenes Vice President, Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment to the Annual Report of Implant Sciences Corporation, a Massachusetts corporation (the “Company”) on Form 10-K/A for the fiscal year ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. McGann, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


	/s/ William J. McGann
	William J. McGann
	Chief Executive Officer
Date: October 5, 2015

This certification accompanies each report of the Company on Form 10-Q and Form 10-K pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by us for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by §906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or our staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment to the Annual Report of Implant Sciences Corporation, a Massachusetts corporation (the “Company”) on Form 10-K/A for the fiscal year ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roger P. Deschenes, Vice President, Finance and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


	/s/ Roger P. Deschenes
	Roger P. Deschenes
	Vice President, Finance and Chief Financial Officer
Date: October 5, 2015

A signed original of this written statement required by §906 has been provided to us and will be retained by us and furnished to the Securities and Exchange Commission or our staff upon request.

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