Statement of Ownership (sc 13g)
July 05 2016 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT
NO. ___)*
Imaging3,
Inc.
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
45248F103
(CUSIP
Number)
July
1, 2016
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1 (b)
☒
Rule
13d-1 (c)
☐
Rule
13d-1 (d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following pages)
Page
1 of 7 Pages
|
CUSIP
No. 45248F103
|
13G
|
Page
2 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Master Fund, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
19,729,316
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
19,729,316
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,729,316
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
|
12
|
TYPE
OF REPORTING PERSON
*
CO
|
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45248F103
|
13G
|
Page
3 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Strategies LLC, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
19,729,316
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
19,729,316
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,729,316
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
|
12
|
TYPE
OF REPORTING PERSON
*
CO
|
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45248F103
|
13G
|
Page
4 of 7 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
Winters
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
19,729,316
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
19,729,316
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,729,316
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
|
12
|
TYPE
OF REPORTING PERSON
*
IN
|
|
|
|
|
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45248F103
|
13G
|
Page
5 of 7 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
Imaging3,
Inc.
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
3200
West Valhalla Drive, Burbank, California 91505
|
Item
2(a).
|
Name
of Persons Filing:
|
Gemini
Master Fund, Ltd,
Gemini
Strategies LLC, Inc.
Steven
Winters
All
of the securities covered by this report are owned directly by Gemini Master Fund, Ltd. Gemini Strategies LLC, Inc. is the investment
manager of Gemini Master Fund, Ltd., and Steven Winters is the president of Gemini Strategies LLC, Inc. As permitted by Rule 13d-4,
the filing of this statement shall not be construed as an admission that either Gemini Strategies LLC, Inc. or Steven Winters
is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies LLC, Inc. and Steven
Winters expressly disclaims any equitable or beneficial ownership of such securities.
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
Address
for all filers: c/o Gemini Strategies LLC, Inc., 619 South Vulcan Ave., Suite 203, Encinitas, CA 92024
Gemini
Master Fund, Ltd. was organized under the laws of the Cayman Islands.
Gemini
Strategies LLC, Inc. was formed under the laws of the State of Nevada.
Steven
Winters is a United States citizen.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, no par value
45248F103
|
Item
3.
|
If
this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not
Applicable
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
|
(a)
|
Amount
Beneficially Owned: 19,729,316* shares of Common Stock as of July 1, 2016
|
|
|
(b)
|
Percent
of Class: 9.9%*
|
The
Reporting Persons’ beneficial ownership of 19,729,316* shares of Common Stock constitutes 9.9%* of all the outstanding shares
of Common Stock, based upon 192,572,393 shares of Common Stock outstanding, as reported by the Issuer in its most recent Form
10-Q.
|
CUSIP
No. 45248F103
|
13G
|
Page
6 of 7 Pages
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared
power to vote or to direct the vote: 19,729,316*
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 19,729,316*
|
*Gemini
Master Fund, Ltd. (“Gemini”) owns shares of Common Stock (“Shares”), a Convertible Note (“Note”)
which is convertible into shares of Common Stock pursuant to the terms of the Note, and a Warrant to purchase shares of Common
Stock (“Warrant”). The conversion of the Note and exercise of the Warrant are limited, pursuant to the terms of such
instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership
of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). In accordance with
Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the
Note is convertible and warrant is exercisable is limited pursuant to the Ownership Limitation, the Reporting Persons disclaim
beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed
the Ownership Limitation.
In
addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies
LLC, Inc., in its capacity as investment manager for Gemini, is the beneficial owner of the Shares, the Note or the Warrant or
that Steven Winters, in his capacity as president or principal of Gemini Strategies LLC, Inc., is the beneficial owner of the
Shares, the Note or the Warrant. Each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial
ownership of the Shares, the Note and the Warrant.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not
Applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control
Person:
|
Not
Applicable
|
Item
8.
|
Identification
and Classification of Members of the Group:
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable
By
signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP
No. 45248F103
|
13G
|
Page
7 of 7 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
|
|
July 1, 2016
|
|
|
|
|
|
|
GEMINI MASTER FUND, LTD.
|
|
|
|
|
|
|
By:
|
GEMINI STRATEGIES
LLC, INC., as investment manager
|
|
|
By:
|
/s/
Steven Winters
|
|
|
Name:
|
Steven Winters
|
|
|
Title:
|
President
|
|
|
GEMINI STRATEGIES LLC, INC.
|
|
|
|
|
|
|
By:
|
/s/
Steven Winters
|
|
|
Name:
|
Steven Winters
|
|
|
Title:
|
President
|
|
|
/s/
Steven Winters
|
|
|
Steven
Winters
|
Attention:
Intentional misstatements or omissions of fact
constitute
Federal criminal violations
(
see
18 U.S.C. 1001).