Amended Current Report Filing (8-k/a)
November 29 2019 - 4:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 29, 2019 (July 10, 2019)
Imaging3,
Inc.
(Exact
name of registrant as specified in its charter)
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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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10866
Wilshire Blvd. Los Angeles, CA 90024
(Address
of Principal Executive Offices) (Zip Code)
(310)
575-1175
(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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EXPLANATORY
NOTE
As previously disclosed
in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 6, 2019 and July 16, 2019, Imaging3,
Inc. (the “Company”) entered into the Share Exchange after the completion of all conditions subsequent contemplated
by the Share Exchange Agreement among the parties thereto (the “SEA”), by which IGNG was acquired in a reverse acquisition
(the “Acquisition”) by the former shareholders of Grapefruit Boulevard Investments, Inc. (“Grapefruit”),
a California corporation and privately held cannabis products company based in Westwood, Los Angeles, CA. Under the terms of the
SEA executed on May 31, 2019 IGNG became obligated to issue to Grapefruit’s existing shareholders that number of newly issued
restricted IGNG common shares such that the former Grapefruit shareholders (now new IGNG shareholders) will own approximately
81% of the post-Acquisition IGNG common shares and the current IGNG shareholders will retain 19% of the post-Acquisition IGNG
common shares. At the time of the execution of the SEA, IGNG had approximately eighty-five million two hundred eighteen thousand
two hundred forty-nine (85,218,249) outstanding shares of common stock. Therefore, after the final closing of the Acquisition,
IGNG issued to Grapefruit’s current shareholders approximately three hundred sixty-three million two hundred
eighteen thousand two hundred forty nine (363,218,249) IGNG common shares on a pro rata basis with their current ownership of
Grapefruit of which Bradley Yourist and Daniel J. Yourist own a combined 72.26% or two hundred fifty nine million nine hundred
sixty seven thousand one hundred thirty six (259,967,136) shares. In addition, shortly after the closing, IGNG issued
approximately twenty-three million one hundred nine thousand seven hundred fourteen (23,109,714) new restricted
common shares to an advisor to Grapefruit in connection with structuring of the Acquisition and subsequent financing. As
a result, at the conclusion of the Acquisition, IGNG had a total of approximately four hundred seventy-one million six
hundred twenty-six thousand eight hundred fourteen (471,626,814) common shares issued and outstanding.
This Current Report
on Form 8-K/A provides financial statements of the Acquisition and the pro forma financial statements required by Item 9.01 of
Form 8-K. This Current Report on Form 8-K/A should be read in connection with the Current Reports on Form 8-K filed on May 6,
2019 and July 16, 2019, which provide a more complete description of the Acquisition. A more detailed description of Grapefruit’s
history, business, management and other salient information can be found in the Company’s Registration Statement
on Form S-1 dated and filed on July 25, 2019. The Company is a reporting company and files annual, quarterly and current reports
and other information with the Securities and Exchange Commission (the “SEC”). The SEC maintains a website at http://www.sec.gov
that contains such information filed by SEC reporting companies, including the Company.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(a)
The financial statements of Grapefruit Boulevard Investments, Inc. required by this item are attached hereto as Exhibit
99.1.
(b)
The pro forma financial information required by this item is filed as Exhibit 99.2 to this Form 8-K/A.
(d)
Exhibits
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/
Bradley J. Yourist
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Name:
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Bradley
J. Yourist
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Title:
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CEO
and Director
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Date:
November 29, 2019
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