Current Report Filing (8-k)
April 21 2017 - 6:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 21, 2017
IMAGING3,
INC.
(Exact
name of registrant as specified in its charter)
California
(State
or other jurisdiction of incorporation)
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95-4451059
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3022
N. Hollywood Way, Burbank, California
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91505
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(Address
of principal executive offices)
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(Zip
Code)
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(818)
260-0930
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(Registrant’s
telephone number, including area code)
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(Former
name, former address and former fiscal year, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions.
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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SECTION
5.
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CORPORATE
GOVERNANCE AND MANAGEMENT
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Item
5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Compensation
Arrangements
. Effective May 1, 2017, the Board of Directors of Imaging3, Inc., a California corporation (the “Company”),
authorized the issuance of (i) 36,000,000 warrants to purchase 36,000,000 shares of the Company’s common stock at an exercise
price of $0.02 per share for a period of five years from the date of issuance to Mr. Dane Medley, the Chief Executive Officer
of the Company, in consideration for his valuable service contributions to the Company and in accordance with the warrant attached
hereto as Exhibit 4.1, and (ii) 20,000,000 warrants to purchase 20,000,000 shares of the Company’s common stock at an exercise
price of $0.02 per share for a period of five years from the date of issuance to Mr. Xavier Aguilera, the Chief Financial Officer
of the Company, in consideration for his valuable service contributions to the Company and in accordance with the warrant attached
hereto as Exhibit 4.2.
Effective
December 31, 2016, Mr. Dane Medley submitted 18,000,000 of his shares of the Company’s common stock for voluntary cancellation
and Mr. Xavier Aguilera submitted 10,000,000 of his shares of the Company’s common stock for voluntary cancellation.
SECTION
9.
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FINANCIAL
STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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4.1.
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Warrant
issued to Mr. Dane Medley.
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4.2
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Warrant
issued to Mr. Xavier Aguilera.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
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IMAGING
3, INC.
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(Registrant)
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Date:
April 20, 2017
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/s/
Dane Medley
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Dane
Medley, Chief Executive Officer
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