Current Report Filing (8-k)
April 22 2019 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2019
Imaging3,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-50099
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95-4451059
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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4919
Noeline Ave., Encino, CA 91436
(Address of Principal Executive Offices) (Zip Code)
805-908-5719
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
8.01 Other Matters – Settlement of Judgment.
On
Monday, April 15, Imaging3, Alpha Capital Anstalt (“Alpha”) and Brio Capital Master Fund (“Brio”)
agreed to terms settling the outstanding judgment against the Company, issued by the United States District Court for the
Southern District of New York (the “Court”) on July 27, 2018 (the “Agreement”). The Court awarded
Alpha $804,770.08 and Brio $669,805.43, respectively. Under the terms of the Agreement, the Company will pay $100,000 cash to
both Alpha and Brio at the time of the closing of the Acquisition. The balance of the judgments will be converted to IGNG
restricted common shares at the conversion price of $0.164 per share, translating to 4,191,070 (four million, one hundred,
ninety thousand, and seventy) Shares of IGNG’s common stock to Alpha and 3,514,628 (three million, five hundred
fourteen thousand, six hundred and twenty) Shares to Brio. Further, Alpha and Brio, with the full and complete cooperation of
IGNG, shall promptly commence an action against IGNG in the Superior Court of the State of California (the “Settlement
Court”) seeking the Settlement Court’s approval of this Agreement pursuant to Section 3(a)(10) of the Securities
Act of 1933 which will, essentially, allow IGNG to issue the above shares to Alpha and Brio without restriction. IGNG
management believes this cooperative proceeding will be completed by mid-July, 2019.
Item
9.01 Exhibits
Exhibit 1. Settlement Agreement
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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Imaging3,
Inc.
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By:
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/s/
John Hollister
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Name:
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John
Hollister
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Title:
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CEO
and Director
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Date:
April 19, 2019