Notes
to Condensed Financial Statements
(Unaudited)
1. ORGANIZATION
AND DESCRIPTION OF BUSINESS
Imaging3,
Inc. (the “Company”, “us”, “we”, “Imaging3”) is a California corporation incorporated
on October 29, 1993 as Imaging Services, Inc. The Company filed a certificate of amendment of articles of incorporation to change
its name to Imaging3, Inc. on August 20, 2002.
The
Company’s primary business is refurbishment and sale of medical equipment, parts and services to hospitals, surgery centers,
research labs, physician offices and veterinarians. Equipment sales include new c-arms, c-arms tables, remanufactured c-arms,
used c-arm and surgical tables. Part sales comprise new or renewed replacement parts for c-arms.
The
Company has developed a proprietary medical technology designed to produce 3D medical diagnostic images in real time. We believe
Imaging3 technology has the potential to contribute to the improvement of healthcare. Our technology is designed to cause 3D images
to be instantly constructed using high-resolution fluoroscopy. These images can be used as real time references for any current
or new medical procedures in which multiple frames of reference are required to perform medical procedures on or in the human
body. This technology is still in development and the Company intends to seek approval from the Food and Drug Administration (“FDA”),
which will allow us to offer our product to healthcare providers.
2. BASIS
OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
On
September 13, 2012 (the “Petition Date”), the Company filed a voluntary petition with the federal bankruptcy court
in Los Angeles, California, to enter bankruptcy under Chapter 11 of the United States Bankruptcy Code. On or about July 15, 2013,
our Plan of Reorganization was approved by the United States Bankruptcy Court. On July 30, 2013, we emerged from bankruptcy and
continued operations under the terms and conditions of our Bankruptcy Reorganization Plan as it applies to post bankruptcy operations.
For accounting purposes, management deemed the effective date of the Chapter 11 Plan (the “Plan”) to be June 30, 2013.
The Company’s operations between July 1, 2013 and July 30, 2013 were not significant. The Plan adopted by Imaging3, Inc.
is a reorganizing plan. Payments under the Plan were made by utilizing existing cash on hand, borrowings on a secured and unsecured
basis, future cash flow, if any, capital raised through the sale of our common stock in private placements, and by conversion
of debt to equity.
Upon
emergence from bankruptcy, Imaging3 adopted fresh-start accounting which resulted in Imaging3 becoming a new entity for financial
reporting purposes. Imaging3 applied fresh start accounting as of July 1, 2013. As a result of the application of fresh start
accounting and the effects of the implementation of the plan of reorganization, the financial statements on or after July 1, 2013
are not comparable with the financial statements prior to that date.
The
accompanying unaudited interim financial statements have
been
prepared
in
accordance with the rules and regulations of the Securities and Exchange Commission
for
the presentation of interim financial information, but do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, considered necessary
for
a fair presentation have been
included. It
is
suggested that these condensed financial statements be read
in
conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2016. The Company follows the same accounting policies
in
preparation of interim reports. Results of operations
for
the interim periods
are not indicative of annual results.
Going
Concern
The
Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has
historically incurred net losses. The continuing losses have adversely affected the liquidity of the Company.
In
view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown
in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s
ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification
of liabilities that might be necessary as a result of the Company’s going concern uncertainty. Management believes there
is substantial doubt about the Company’s ability to continue as a going concern.
Management’s
plan regarding this matter is to, amongst other things, seek additional debt or equity financing, increase our sales volume, and
continue seeking approval from the FDA to bring
to
market our smart scan technology
imaging platform. We cannot assure you that funds from these sources will be available when needed or, if available, will be on
terms favorable
to
us or
to
our stockholders.
If
we raise additional funds or settle liabilities by issuing equity securities, the
percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution or such equity securities
may provide for rights, preferences or privileges senior to those of the holders of our common stock. Our ability to execute our
business plan and continue as a going concern may be adversely affected
if
we
are unable to raise additional capital or operate profitably.
The
Company anticipates that further equity/debt financings will be necessary to continue to fund operations in the future and there
is no guarantee that such financings will be available or, if available, on acceptable terms.
A
summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying financial
statements follows:
Use
of Estimates
In
preparing financial statements in conformity with accounting principles generally accepted
in
the United States of America, management is required
to
make estimates and
assumptions that affect the reported amounts of assets
and
liabilities and the disclosure
of contingent assets
and
liabilities at the date of the financial statements, and
revenues and expenses during the reporting period.
Actual
results could differ from
those estimates.
Cash
and Cash Equivalents
The
Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible
into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits.
The Company has not experienced any losses in such accounts. The Company had no cash equivalents at September 30, 2017.
Revenue
Recognition
Revenue
is
recognized upon shipment, provided that evidence of an arrangement exists, title
and risk of loss have passed
to
the customer, fees are fixed or determinable and
collection of the related receivable is reasonably assured. Revenue
is
recorded net
of estimated product returns, which is
based
upon the Company’s return policy,
sales agreements, management estimates of potential future product returns related
to
current
period revenue, current economic trends, changes
in
customer composition and historical
experience. The Company accrues for warranty costs, sales returns, and other allowances based on
its
experience. Generally, the Company extends credit to its customers and does not require collateral.
The
Company performs ongoing credit evaluations of its customers
and
historic
credit losses have been within management’s expectations and has a revenue receivables policy for service
and
warranty contracts. Equipment sales usually have a one-year warranty of parts and service. After a one-year period, the
Company contacts the buyer
to
initiate the sale of a new warranty contract
for
one year. Warranty revenues are deferred and recognized on a straight line basis over the term of the contract or as services
are performed.
Deferred
Revenue
Deferred
revenue consists substantially of amounts received from customers in advance of the Company’s performance service period.
Deferred revenue is recognized as revenue on a systematic basis that is proportionate to the period that the underlying services
are rendered, which in certain arrangements is straight-line over the remaining contractual term or estimated customer life of
an agreement.
Accounts
Receivable
The
Company’s customer base is geographically dispersed. The Company maintains reserves for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations,
customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these
reserves. Reserves are recorded primarily on a specific identification basis.
Property
& Equipment
Property
and equipment are stated at cost. Expenditures for maintenance and repairs are charged to expenses as incurred and additions,
renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation
of property and equipment is provided using the straight-line method for all assets with estimated lives of three to eight years.
Impairment
of Long-Lived Assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the
assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value
exceeds the fair value.
The
Company tests long-lived assets, including property, plant, equipment and intangible assets subject to periodic amortization,
for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the
net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable
cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance
and future estimated results in its evaluation of potential impairment, and then compares the carrying amount of the asset to
the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated
expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the
asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows at the rate
the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in
making whatever estimates, judgments and projections are considered necessary.
Basic
and Diluted Net Income Per Share
Basic
net income per share is based upon the weighted average number of common shares outstanding. Diluted net income per share is based
on
the assumption that all dilutive convertible shares and stock options were converted
or exercised. Dilution
is
computed by applying the treasury stock method. Under this
method, options and warrants are assumed to be exercised at the beginning of the period (or
at
the
time of issuance,
if
later),
and as
if
funds obtained thereby were used
to
purchase common stock at the average market price during the period. During 2016, potentially dilutive securities were
excluded from the computation of weighted average shares outstanding-diluted because their effect was anti-dilutive.
Numerator:
|
|
|
|
Net income attributable to common shareholders, for the nine months ended September 30, 2017
|
|
$
|
3,341,377
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
Weighted-average number of common shares outstanding during the period
|
|
|
265,366,406
|
|
Dilutive effect of stock options, warrants, and convertible promissory notes
|
|
|
20,997,823
|
|
Common stock and common stock equivalents used for diluted earnings per share
|
|
|
286,364,229
|
|
Derivative
Financial Instruments
The
Company generally does not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may
affect the fair values of its financial instruments. The Company utilizes various types of financing
to
fund its business needs, including convertible notes and warrants and other instruments not indexed
to
our stock. The Company
is
required
to
record its derivative instruments at their fair value. Changes
in
the fair
value of derivatives are recognized
in
earnings in accordance with ASC 815. The Company’s
only asset or liability measured
at
fair value on a recurring basis
is
its derivative liability associated with warrants to purchase common stock and convertible notes.
Fair
Value of Financial Instruments
The
fair value accounting standard creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive
fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having
the highest priority and Level 3 having the lowest.
|
Level
1: Observable prices in active markets for identical assets or liabilities.
|
|
|
|
Level
2: Observable prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments
in markets that are not active; and model-derived valuations in which all significant inputs are observable in the market.
|
|
|
|
Level
3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. These unobservable
assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation
techniques include use of option pricing models, discounted cash flow models, and similar techniques.
|
The
Company had the following assets or liabilities measured at fair value on a recurring basis at September 30, 2017.
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Derivative Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
110,506
|
|
|
$
|
110,506
|
|
Income
Taxes
The
Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns.
Under
this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases
of assets
and
liabilities
and
their
financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected
to
affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets
to
the amount expected
to
be realized. The provision for income taxes represents the tax payable
for
the
period and the change during the period in deferred tax assets and liabilities.
Inventory
Inventory
is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method.
Research
and Development
Costs
and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with
FASB ASC 730-10. Included in research and development costs are operating costs, facilities, supplies, external services, clinical
trial and manufacturing costs, and overhead directly related to the Company’s research and development operations, as well
as costs to acquire technology licenses.
Recent
Accounting Pronouncements
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09,
Revenue from Contracts with Customers
. The standard
will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with
a principle-based approach for determining revenue recognition. ASU 2014-09 is effective for annual and interim periods beginning
after December 15, 2017. Early adoption is not permitted. The revenue recognition standard is required to be applied retrospectively,
including any combination of practical expedients as allowed in the standard. We are evaluating the impact, if any, of the adoption
of ASU 2014-09 to our financial statements and related disclosures. The Company has not yet selected a transition method nor has
it determined the effect of the standard on its ongoing financial reporting.
In
August 2014, the FASB issued
ASU
2014-15,
Presentation of Financial Statements—Going
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
.
ASU
2014-15 changes to the disclosure of uncertainties about an entity’s ability
to
continue as a going concern. These changes require an entity’s management
to
evaluate whether there are conditions or events, considered
in
the aggregate,
that raise substantial doubt about the entity’s ability
to
continue as a going
concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that
it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial
statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made
in
the financial statements: (i) principal conditions or events that raised the substantial
doubt, (ii) management’s evaluation of the significance of those conditions or events
in
relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial
substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended
to
at least mitigate the conditions or events that raise substantial doubt, and (iv)
if
the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability
to
continue as a going concern. These changes became effective for the Company for
the 2017 annual period. The adoption of these changes did not
have
a material impact
on the financial statements.
In
February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which supersedes existing guidance on accounting for leases
in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU
2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted.
The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the
impact of the adoption of this standard on its consolidated financial statements.
In
March 2016, the FASB issued
ASU
2016-09,
Improvements
to
Employee Share-Based Payment Accounting
. This
ASU
affects entities that
issue share-based payment awards to their employees. The
ASU
is designed to simplify
several aspects of accounting for share-based payment award transactions which include – the income tax consequences, classification
of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations.
ASU
2016-09 will become effective for the Company
in
the first quarter of fiscal
2018. Early adoption
is
permitted
in
any
interim or annual period. The Company
is
currently evaluating the impact of this
guidance on its consolidated financial statements.
In
April 2016, the FASB issued AS 2016-10, Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the
Board’s new revenue standard, ASU 2014-09, Revenue from Contracts with Customers. The standard should be adopted concurrently
with adoption of ASU 2014-09 which is effective for annual and interim periods beginning after December 15, 2017. The Company
has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
In
July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and
Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement
of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting
for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments
(or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current
accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible
instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part
II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence
of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite
deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain
mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This
ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently
assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures.
3. ACCRUED
EXPENSES
During
2003, the Company paid payroll net of taxes
and
accrued said taxes without payment
due to cash flow limitations resulting
from
a
2002
warehouse fire that incinerated our inventory. The Company subsequently received a tax lien in 2005 related to 2003 payroll
taxes from the Internal Revenue Service
and
continued to accrue interest
and
penalty charges. The original amount was $104,052. In 2008, payments were made and the Internal Revenue Service issued
a tax lien release for this amount and the liability carried on the Company’s books was relieved. In 2009, the Company was
notified by the Internal Revenue Service that additional payroll taxes, interest, and penalty charges were still owed. After researching,
it is believed that the Internal Revenue Service double booked the original payments made and released
the
lien
in
error. Settlement was reached and the Company
is
currently paying $2,578 per month on a total liability of $24,474 as of September 30, 2017, including interest. The Company
recognized a reduction of accrued liability of approximately $200,000 relating to the settlement with the Internal Revenue Service,
which was recorded as other income in 2016. This agreement will cure any default of the Company’s plan payments. The final
payment is due on April 16, 2018.
4. INCOME
TAXES
The
Company’s book losses
and
other timing differences result
in
a net deferred income tax benefit which is offset by a valuation allowance for a
net
deferred asset of zero. The Company has concluded,
in
accordance with the applicable
accounting standards, that
it is
more likely than not that the Company may not realize
the benefit of all of its deferred tax assets. Accordingly, management has provided a 100% valuation allowance against its deferred
tax assets until
such
time as management believes that
its
projections of future profits as
well
as expected future tax rates make the
realization of these deferred tax assets more-likely-than-not. Significant judgment is required in the evaluation of deferred
tax benefits and differences
in
future results from our estimates could result
in
material differences
in
the realization of these assets. The Company has recorded
a full valuation allowance related to
all
of its deferred tax assets. The Company
has performed an assessment of positive and negative evidence regarding the realization of the net deferred tax asset in accordance
with FASB ASC 740-10, “Accounting for Income Taxes.” This assessment included the evaluation of scheduled reversals
of deferred tax liabilities, the availability of carry forwards
and
estimates of
projected future taxable income. The availability of the Company’s net operating loss carry forwards is subject
to
limitation
if
there
is
a 50%
or more change
in
the ownership of the Company’s stock. The provision for income
taxes consists of the state minimum tax imposed on corporations of $800. The Company has adopted guidance issued by the FASB that
clarifies the accounting
for
uncertainty in income taxes recognized in
an
enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement
process
for
financial statement recognition and measurement of a tax position taken
or expected to be taken
in
a tax return. In making this assessment, a company must
determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical
merits of the position and must assume that the tax position will be examined
by
taxing
authorities.
The
Company’s policy is
to
include interest
and
penalties related
to
unrecognized tax benefits in income tax expense. The Company has not recognized any unrecognized tax benefits and
does
not
have
any interest or penalties related
to
uncertain tax positions as of September 30, 2017.
5. NOTES
PAYABLE
During
2015 and 2016, the Company issued promissory notes in the aggregate amount of $942,850 for cash proceeds of $872,500. These notes
bear interest at 5%-10% per annum and several were due on various dates throughout 2015 and 2016 and several are due in 2017.
These notes are secured by substantially all assets of the Company. The convertible promissory notes are convertible into shares
of the Company’s common stock at a rate equal to $0.01-$0.05 per share, subject to downward adjustments for future equity
issuances. In connection with these convertible promissory notes, the Company issued warrants to purchase 66,500,000 shares of
common stock at an exercise price of $0.01 per share, subject to downward adjustments for future equity issuances. The warrants
have a term of 7 years from the date of issuance. The Company is in default under the terms of these notes.
The
conversion features and warrants are considered derivative liabilities pursuant
to ASC
815
and were measured at their grant-date fair value and recorded as a liability and note discount on the date of issuance. Subsequent
changes
to
the value of the derivative liabilities are recorded in earnings. As a
result, during the year ended December 31, 2016, the Company recorded an initial note discount of $455,000, with an additional
immediate charge to interest expense of $749,809 relating
to
the excess value of
the derivative liabilities over the promissory notes. Amortization of the note discount amounted to approximately $290,000
during the nine months ended September 30, 2017 and $272,000 for the nine months ended September 30, 2016.
On
January 5, 2017 the Company entered into a financing arrangement with five accredited investors (the “Investors”),
whereby amendments
to
certain convertible note agreements totaling $662,000 were
enacted. The amendments
to
the convertible note agreements involved
(1)
extending the maturity dates of the note agreements; and (2) amending the optional conversion provisions of the original
note agreements
to
now describe an adjustable conversion price based on the completion
of a qualified financing offering. If the cumulative gross proceeds of such offerings exceed $2.5 million,
the
conversion
price
will be adjusted automatically
to
match the offering’s conversion price and conversion
to
common shares
will occur automatically. If the cumulative gross proceeds of such offerings remain below $2.5 million, the conversion price adjusts
to match the offering conversion price for the Investors. Should there be an event of default under these amended notes, the Investors
will have,
in
addition
to
all the other
rights described
in
that certain Securities Purchaser Agreement, the right, at each
Investor’s option, to convert the notes into common shares at $0.01 per share. The Company and certain Investors agreed
to
amend its warrant agreements to reduce the number of warrants by 75%
to
16,625,000. The exercise price remains at $0.01 per share. In consideration of this reduction of the number of warrants,
the Company issued to the Investors new convertible promissory notes
in
total principal
amount of $124,688 in the same form as the original convertible notes described above as amended. These additional convertible
notes accrue interest beginning on January 9, 2017 and are due May 18, 2018.
The
amendment to the notes and warrants were accounted for as an extinguishment of debt, which resulted in a gain on extinguishment
of debt totaling $3,668,776 for the nine months ended September 30, 2017. The outstanding derivative liability relating to the
amended notes and warrants was approximately $86,930 as of September 30, 2017.
The
Investors agreed to lend the Company up to $200,000, in increments of $50,000, at the Company’s discretion (the “Additional
Loans”), as long as the Original Notes are not in default. These loans will be evidenced by note agreements in the form
of the original notes as amended, described above, with a maturity date of May 18, 2018 and bear interest at 10% per annum. These
notes have a face value of 118.75% of the funds actually advanced and contain conversion features (conversion price of $0.025
per share) making them derivative instruments. As of September 30, 2017, $150,034 of cash proceeds have been received from this
agreement, for a total principal outstanding of $178,166. The Additional Loans are secured by a UCC filing on the Company’s
assets. In connection with these note agreements, the derivative liability created by these note agreements and warrants totaled
$288,057. The derivative liability in excess of the cash proceeds received was recorded as a charge to interest expense, which
totaled $136,835. In addition, the Company issued 3,750,000 warrants in the form of the original Warrants as amended granting
the Investor the right to purchase, at $0.01 per share in connection with these notes.
The
outstanding derivative liability relating to the Additional Loans and the related warrants is $23,173 as of September 30, 2017.
The
agreement to amend the notes and warrants and to loan additional monies to the Company, as described above, was dependent on the
two officers of the Company—Chief Executive Officer Dane Medley and Chief Financial Officer Xavier Aguilera—agreeing
to restate their respective employment agreement, which they both have done.
On
January 10, 2017, certain note holders converted notes to common shares. The total principal and accrued interest balance converted
amounted to $196,797. The conversion resulted in the issuance of 8,627,500 common shares. The fair market value of the common
shares on the date of conversion totaled $431,375.
On
May 25, 2017 the Company completed the sale of $500,000 of Convertible Promissory Notes (the “Notes“) to two accredited
investors (the “Investors”) that are due May 23, 2018 (the “Maturity Date”). After transaction costs,
the company netted $425,000 from the sale of the Notes.
These
Notes bear interest at the rate of 12% per annum to the Maturity Date and may be redeemed by the Company for 125% of face value
within 90 days of issuance and at 135% of face value from 91 days after issuance and before 180 days after issuance. Any amount
of principal or interest on these notes which is not paid when due shall bear interest at the rate of 24% per annum from the due
date thereof until the same is paid.
If
the Notes are not repaid by the end of this period, any balance due is convertible—at the option of the note holders—into
common stock at 60% of the lowest closing price for the prior 20 trading days.
In
connection with the sale of the Notes, the Investors received a commitment fee totaling 18 million shares valued at $180,000,
and the holders of a majority of the principal amount of the Company’s notes outstanding at May 18, 2017 (the “Prior
Notes”) executed, as of that date, an Omnibus Amendment that enabled the transaction by (i) extending the maturity date
of these Prior Notes to May 18, 2018 and (ii) restricting the rights of all the holders of the Prior Notes, including their right
to convert until certain conditions are met. In addition, the holders of these Prior Notes were relieved of their obligation to
provide the final note tranche of $50,000.
6. STOCKHOLDERS’
EQUITY Preferred Stock
Upon
confirmation of the Company’s Chapter 11 Reorganization Plan, the Company is authorized to issue 2,000 shares of preferred
stock, no par value. The rights, privileges, and preferences of the preferred stock are to be determined by the Company’s
board of directors and may be issued
in
series.
As
of January 18, 2016, Imaging3 issued 2,000 preferred voting shares
to
Dane
Medley, CEO/Chairman. Each share constitutes 350,000 voting shares. The estimated value of these shares was not significant. However,
Dane Medley relinquished these voting shares during the first quarter ended March 31, 2017 for consideration of $60,000, which
has not yet been paid.
Common
Stock
The
Company is authorized to issue 1,000,000,000 shares of no par value common stock.
During
the nine months ended September 30, 2016, the company issued a total of 4,364,000 shares of common stock for cash proceeds of
$159,900 and 32,000,000 shares of common stock for services, valued at $1,612,500.
During
the nine months ended September 30, 2017 the Company issued a total of 150,000 shares of common stock for cash in the amount
of $7,000 and 50,830,000 shares were issued for services rendered valued at $648,300.
As
of October 19, 2017, there were approximately 8,375 record holders of our common stock, not including shares held in “street
name” in brokerage accounts which is unknown. As of September 30, 2017, there were 309,313,065 shares of our common stock
outstanding on record.
Stock
Option Plan
During
2014, the Board of Directors adopted, and the shareholders approved, the 2014 Stock Option Plan under which a total of 27,000,000
shares of common stock had been reserved for issuance. The 2014 Stock Option Plan will terminate in September 2024.
Stock
Options
As
of September 30, 2017, employees of the Company hold options to purchase 5,000,000 shares of common stock at an exercise price
of
$0.025.
On September 15,2017, two officers exercised their 8,000,000 options at a cost of $200,000, by offsetting and reducing their deferred
salary and other amounts owed to them by the Company.
|
|
|
|
|
Weighted-
Average
|
|
|
Weighted-
Average
Remaining
|
|
Transactions in FY 2017
|
|
Quantity
|
|
|
Exercise Price
Per Share
|
|
|
Contractual
Life
|
|
Outstanding, December 31, 2016
|
|
|
13,000,000
|
|
|
$
|
0.025
|
|
|
|
8.61
|
|
Granted
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(8,000,000
|
)
|
|
|
|
|
|
|
|
|
Cancelled/Forfeited
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Outstanding ,September 30, 2017
|
|
|
5,000,000
|
|
|
$
|
0.025
|
|
|
|
8.00
|
|
Exercisable, September 30, 2017
|
|
|
5,000,000
|
|
|
$
|
0.025
|
|
|
|
8.00
|
|
The
weighted average remaining contractual life of options outstanding issued under the Plan was 8.00 years at September 30, 2017.
In
April 2017, the Company cancelled 28 million shares of common stock held by officers.
7. WARRANTS
Following
is a summary of warrants outstanding at September 30, 2017:
Number of
|
|
|
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Expiration Date
|
|
10,827,224
|
|
|
$
|
0.000001
|
|
|
July 2023
|
|
500,000
|
|
|
$
|
0.01
|
|
|
April 2022
|
|
6,250,000
|
|
|
$
|
0.01
|
|
|
August 2022
|
|
5,750,000
|
|
|
$
|
0.01
|
|
|
April 2023
|
|
2,500,000
|
|
|
$
|
0.01
|
|
|
May 2023
|
|
1,625,000
|
|
|
$
|
0.01
|
|
|
August 2023
|
|
56,000,000
|
|
|
$
|
0.02
|
|
|
May 2022
|
|
3,750,000
|
|
|
$
|
0.01
|
|
|
January 2024
|
Effective
May 1, 2017, the Board of Directors of the Company authorized the issuance of 56,000,000 warrants to purchase 56,000,000 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 the officers of the Company. These warrants were fully-vested upon grant and as such, an expense was recognized upon grant.
The fair value of the warrants was calculated using a Black-Scholes model and was estimated to be $194,956. The significant assumptions
used in the calculations were as follows:
Term
|
|
|
5.0 years
|
|
Dividend Yield
|
|
|
0
|
%
|
Risk-free rate
|
|
|
1.84
|
%
|
Volatility
|
|
|
60
|
%
|
8. DERIVATIVE
LIABILITIES
The
Company’s only asset or liability measured at fair value on a recurring basis was its derivative liability associated with
warrants to purchase common stock and the conversion feature embedded in convertible promissory notes.
In
connection with previous financing transactions, the Company issued warrants
to
purchase
common stock and convertible promissory notes. These instruments included provisions that could result in a reduced exercise price
based on specified full-ratchet anti-dilution provisions. The “reset” provisions were triggered in the event the Company
subsequently issued common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion
price lower than contractually specified amounts. Upon triggering the “reset” provisions, the exercise / conversion
price of the instrument will be reduced. Accordingly, pursuant
to ASC
815, these
instruments were not considered
to
be solely indexed to
the
Company’s own stock and were not afforded equity treatment.
The
following table summarizes activity in the Company’s derivative liability during the nine months ended September 30, 2017:
12-31-2016 Balance
|
|
$
|
5,532,898
|
|
Creation
|
|
$
|
416,205
|
|
Reclassification to equity
|
|
$
|
(163,674
|
)
|
Change in Value and Extinguishment of Debt
|
|
$
|
(5,674,923
|
)
|
09-30-2017 Balance
|
|
$
|
110,506
|
|
The
Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments.
The fair value of the derivative liability was calculated using a Black-Scholes model. The Company’s stock price and estimates
of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured
using the following assumptions:
Term
|
|
|
0.5 years - 7.0 years
|
|
Dividend Yield
|
|
|
0
|
%
|
Risk-free rate
|
|
|
1.20% - 1.77%
|
|
Volatility
|
|
|
60
|
%
|
9.
COMMITMENTS AND CONTINGENCIES
Administrative
Claim of Greenberg Glusker Fields Claman & Machtinger LLP
On
January 30, 2017 the Company entered into a new Agreement. Under the terms of the Agreement, the Company has agreed to pay Greenberg
$1,117,574 plus any interest that has accrued at the rate of 6.0% per annum, as follows: (i) $100,000 on or before December 31,
2017; (ii) $150,000 on or before December 31, 2018 (iii) 4.0% of the first $2.5 million of gross proceeds of any private or public
offering by the company (an “Offering”); (iv) 2.0% of the next $2.5 million of gross proceeds from such Offerings;
(v) 4.0% of any gross proceeds thereafter from such Offerings; and (vi) the remaining balance on or before December 31, 2019.
In
addition, Greenberg has the option to convert up to $150,000 of the balance into a warrant that would convert on terms that are
equal to (or, in certain cases, better than) the terms offered in subsequent rounds of financing.
Bankruptcy
Closure
On
January 31, 2017, United States Bankruptcy Judge for the Central District of California, Neil Bason, granted the company’s
unopposed motion for entry of final decree and also granted approval of the two stipulations regarding payment of court-approved
fees. The Company noted that as a result, the Imaging3 Chapter 11 proceeding is now closed—the company is no longer subject
to the jurisdiction of the Bankruptcy Court, and the case cannot be converted to a Chapter 7 proceeding.
To
clarify, the Judge’s order
in
its final paragraph stated that “Notwithstanding the foregoing [order closing
the
bankruptcy case pursuant to 11United States Code Section 350(a)] the bankruptcy case may be reopened on motion
as
set forth in the Greenberg, Glusker Fee Agreement and/or the Mentor Fee Agreement and thus the court retains jurisdiction
for those purposes and as otherwise provided by law or as contemplated by the prior orders and proceedings of this court”.
Thusly, technically, the case could possibly be reopened by either of those aforementioned creditors.
Pending
Litigation
On
September 13, 2017 Alpha Capital Anstalt and Brio Capital Master Fund, LTD two minority members of a group of investors in the
Company filed a lawsuit seeking damages and injunctive relief in the United States District Court for the Southern District of
New York claiming that the Company breached certain Note and Warrant agreements among the parties to the action. The holders of
the majority of the investment involved in the above lawsuit chose not to join in the lawsuit and have informed the Company that
they believe the lawsuit to be baseless. The Company believes the lawsuit is without merit and is aggressively defending against
it. The litigation is currently in its preliminary pleading stage and the Company is seeking to have the injunctive counts of
the lawsuit dismissed for failure to state a cause of action.