Amended Annual Report (10-k/a)
December 20 2016 - 5:16PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment No. 1
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended:
December 31, 2012
Commission
file number
000-50099
IMAGING3,
INC.
(Exact
name of registrant as specified in its charter)
California
|
95-4451059
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(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
3200
W. Valhalla Drive, Burbank, California 91505
(Address
of principal executive offices) (Zip Code)
(818)
260-0930
Registrant’s
telephone number, including area code
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 [ ]
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 [ ]
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 [ ]
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 (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes[ ]
No [X]
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. Yes [ ] No [X]
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
[ ]
|
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
[ ]
|
|
Smaller
reporting company
|
[X]
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
No [X]
There
were 565,291,689 shares outstanding of the registrant’s Common Stock as of December 31, 2012.
EXPLANATORY
NOTE
The
sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2012 of IMAGING3, INC. (the “Company”) filed with the Securities and Exchange Commission on December 20, 2016 (the “Form 10-K”)
is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No
other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of
the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-K.
EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Articles
of Incorporation (1)
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3.2
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Articles
of Amendment dated October 25, 2001, June 24, 2002, and August 13, 2002(1)
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3.3
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Bylaws
(1)
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3.4
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Certificate
of Amendment dated September 30, 2003(2)
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3.5
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Certificate
of Amendment dated October 25, 2001(3)
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3.6
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Certificate
of Amendment June 24, 2002(3)
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3.7
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Certificate
of Amendment August 13, 2002(3)
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3.8
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Certificate
of Determination for Series A Preferred Stock(10)
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3.9
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Amendment
to Certificate of Determination for Series A Preferred Stock(10)
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10.1
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Patent
No. 6,754,297(3)
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10.2
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Consulting
Agreement(3)
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10.3
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Assignment(3)
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10.6
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Commercial
Promissory Note dated August 4, 2004(4)
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10.7
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Security
Agreement(4)
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10.8
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Commercial
Promissory Note dated April 24, 2005(5)
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10.9
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IR
Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease - Net, dated June 21, 2004 by and between
Four T’s, Bryan Tashjian, Ed Jr. Tashjan, Bruce Tashjan, Greg Tashjan and Dean Janes DBA Imaging Services, Inc.(6)
|
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10.10
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Promissory
Note, dated November 1, 2008 in the amount of $140,039.35, payable by Imaging3, Inc. to Dean Janes(7).
|
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10.11
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Promissory
Note, dated March 23, 2009 in the amount of $95,000, payable by Imaging3, Inc. to Dean Janes(7)
|
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10.12
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Promissory
Note, dated April 2, 2009 in the amount of $375,000, payable by Imaging3, Inc. to Dean Janes(7)
|
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10.13
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Promissory
Note, dated April 13, 2010 in the amount of $66,500, payable by Imaging3, Inc. to Dean Janes(7)
|
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10.14
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Promissory
Note, dated June 28, 2010 in the amount of $100,000, payable by Imaging3, Inc. to Dean Janes(7)
|
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10.15
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Securities
Purchase Agreement by and between Imaging3, Inc. and Cranshire Capital, L.P., dated October 4, 2010(8)
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10.16
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Series
A Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
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10.17
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Series
A Warrant dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.18
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Series
B Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
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10.19
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Series
B Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.20
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Series
C Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
|
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10.21
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Series
C Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.22
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Registration
Rights Agreement entered into by Imaging3, Inc., Cranshire Capital, L.P. and Freestone Advantage Partners, L.P., dated October
15, 2010(9)
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10.23
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Securities
Purchase Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
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10.24
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Security
Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
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10.25
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Claims
Exchange Agreement by and between Imaging3, Inc. and Cranshire Capital, L.P., dated March 28, 2012 (12)
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10.26
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Settlement
Agreement by and between Imaging3, Inc. and Freestone Advantage Partners, L.P., dated March 28, 2012 (12)
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10.27
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Waiver
by and between Imaging3, Inc. and Gemini Master Fund, Ltd., Alpha Capital Anstalt, Brio Capital, L.P. and Context Partners
Fund, L.P., dated May 1, 2012 (13)
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14.1
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Code
of Conduct
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31.1
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Section
302 Certification of Chief Executive Officer
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31.2
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Section
302 Certification of Chief Financial Officer
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32.1
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Section
906 Certification of Chief Executive Officer
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32.2
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Section
906 Certification of Chief Financial Officer
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema Document
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document
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(1)
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Incorporated
by reference to the Form 10SB/A Registration Statement filed with the Securities and Exchange Commissioner on December 9,
2002.
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(2)
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Incorporated
by reference to Amendment No. 2 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October
6, 2004.
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(3)
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Incorporated
by reference to Amendment No. 3 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October
21, 2004.
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(4)
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Incorporated
by reference to Amendment No. 5 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April
18, 2005.
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(5)
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Incorporated
by reference to Amendment No. 6 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on July
7, 2005.
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(6)
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Incorporated
by reference to Amendment No. 8 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on September
9, 2005.
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(7)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2010.
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(8)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2010.
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(9)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2010.
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(10)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated March 20, 2012.
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(11)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated October 4, 2011.
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(12)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission,
dated March 29, 2012.
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(13)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission,
dated May 5, 2012.
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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.
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IMAGING3,
INC.
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Dated:
December 20, 2016
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By:
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/s/
Dane Medley
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Dane
Medley
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Chairman
of the Board and Chief Executive Officer (Principal Executive Officer)
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By:
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/s/
Dane Medley
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Dated:
December 20, 2016
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Dane
Medley, Chairman of the Board and Chief
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Executive
Officer (Principal Executive Officer)
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By:
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/s/
Xavier Aguilera
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Dated:
December 20, 2016
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Xavier
Aguilera, Chief Financial Officer/Treasurer,
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Executive
Vice President, Corporate Secretary, and
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Director
(Principal Financial/Accounting Officer)
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