Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 10:19AM
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. 2)*
Imaging3,
Inc.
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
45249G100
(CUSIP
Number)
December
31, 2017
(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 6 Pages
|
CUSIP
No. 45249G100
|
13G
|
Page
2 of 6 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
11,601,491
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
11,601,491
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,601,491
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45249G100
|
13G
|
Page
3 of 6 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini
Strategies, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
11,601,491
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
11,601,491
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,601,491
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON
*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45249G100
|
13G
|
Page
4 of 6 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
11,601,491
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
11,601,491
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,601,491
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
|
|
12
|
TYPE
OF REPORTING PERSON
*
IN
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 45249G100
|
13G
|
Page
5 of 6 Pages
|
This statement is filed pursuant to Rule
13d-2(b) with respect to the common stock (“Common Stock”) of Imaging3, Inc. beneficially owned by the Reporting Persons
specified herein as of December 31, 2017 and amends and supplements the Schedule 13G dated as of and filed on July 1, 2016 and
amended on February 14, 2017 (“Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.
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: 11,601,491 shares of Common Stock (“Shares”) as of December 31, 2017.
|
|
|
(b)
|
Percent
of Class: 3.7%
|
The Reporting Persons’
beneficial ownership of 11,601,491 shares of Common Stock constitutes 3.7% of all the outstanding shares of Common Stock, based
upon 310,082,295 shares of Common Stock outstanding, as reported by the Issuer in its most recent Form 10-Q.
|
|
(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: 11,601,491
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 11,601,491
|
In addition, as
permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies, Inc., in
its capacity as investment manager for Gemini Master Fund, Ltd., is the beneficial owner of the Shares or that Steven Winters,
in his capacity as president or principal of Gemini Strategies, Inc., is the beneficial owner of the Shares. Each of Gemini Strategies,
Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares.
|
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 ☒.
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. 45249G100
|
13G
|
Page
6 of 6 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.
|
|
February
14, 2018
|
|
|
|
|
|
|
|
GEMINI
MASTER FUND, LTD.
|
|
|
|
|
|
|
|
By:
|
GEMINI
STRATEGIES, INC., as
investment manager
|
|
|
|
|
|
|
|
|
By:
|
/s/
Steven Winters
|
|
|
|
Name:
|
Steven
Winters
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
GEMINI
STRATEGIES, 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).