UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2017

 

Commission file number 000-50099

 

IMAGING3, INC.

(Exact name of registrant as specified in its charter)

 

California   95-4451059
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

3022 North Hollywood Way, Burbank, California 91505

(Address of principal executive offices) (Zip Code)

 

(818) 260-0930

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class   Name of Each Exchange On
Which Registered
COMMON STOCK   OTC

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]

Non-accelerated filer
(Do not check if a smaller reporting company)

[  ]   Smaller reporting company [X]

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $0 as of December 31, 2017 (computed by reference to the fact that no last sale price of a share of the registrant’s Common Stock on that date was reported by any securities exchange or public securities trading market.)

 

There were 32,706,761 shares outstanding of the registrant’s Common Stock as of April 17, 2018.

 

 

 

     
 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2017 of IMAGING3, INC. (the “Company”) filed with the Securities and Exchange Commission on April 17, 2018 (the “Form 10-K”) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. 

 
 

   

EXHIBIT INDEX

 

Exhibit   Description
3.1   Articles of Incorporation (1)
3.2   Articles of Amendment dated October 25, 2001 , June 24, 2002 , and August 13, 2002 (1)
3.3   Bylaws (1)
3.4   Certificate of Amendment dated September 30, 2003(2)
3.5   Certificate of Amendment dated October 25, 2001(3)
3.6   Certificate of Amendment June 24, 2002(3)
3.7   Certificate of Amendment August 13, 2002(3)
3.8   Certificate of Determination for Series A Preferred Stock(10)
3.9   Amendment to Certificate of Determination for Series A Preferred Stock(10)
10.1   Patent No. 6,754,297(3)
10.2   Consulting Agreement(3)
10.3   Assignment(3)
10.6   Commercial Promissory Note dated August 4, 2004(4)
10.7   Security Agreement(4)
10.8   Commercial Promissory Note dated April 24, 2005(5)
10.9   IR Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease - Net, dated June 21, 2004 by and between Four T’s, Bryan Tashjian, Ed Jr. Tashjan, Bruce Tashjan, Greg Tashjan and Dean Janes DBA Imaging Services, Inc.(6)
10.10   Promissory Note, dated November 1, 2008 in the amount of $140,039.35, payable by Imaging3, Inc. to Dean Janes(7).
10.11   Promissory Note, dated March 23, 2009 in the amount of $95,000, payable by Imaging3, Inc. to Dean Janes(7)
10.12   Promissory Note, dated April 2, 2009 in the amount of $375,000, payable by Imaging3, Inc. to Dean Janes(7)
10.13   Promissory Note, dated April 13, 2010 in the amount of $66,500, payable by Imaging3, Inc. to Dean Janes(7)
10.14   Promissory Note, dated June 28, 2010 in the amount of $100,000, payable by Imaging3, Inc. to Dean Janes(7)
10.15   Securities Purchase Agreement by and between Imaging3, Inc. and Cranshire Capital, L.P., dated October 4, 2010(8)
10.16   Series A Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
10.17   Series A Warrant dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
10.18   Series B Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
10.19   Series B Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
10.20   Series C Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
10.21   Series C Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
10.22   Registration Rights Agreement entered into by Imaging3, Inc., Cranshire Capital, L.P. and Freestone Advantage Partners, L.P., dated October 15, 2010(9)
10.23   Securities Purchase Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
10.24   Security Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
14.1   Code of Conduct
31.1   Section 302 Certification of Chief Executive Officer
31.2   Section 302 Certification of Chief Financial Officer
32.1   Section 906 Certification of Chief Executive Officer
32.2   Section 906 Certification of Chief Financial Officer

 

     
 

 

101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

  (1) Incorporated by reference to the Form 10SB/A Registration Statement filed with the Securities and Exchange Commissioner on December 9, 2002.
     
  (2) Incorporated by reference to Amendment No. 2 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October 6, 2004.
     
  (3) Incorporated by reference to Amendment No. 3 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October 21, 2004.
     
  (4) Incorporated by reference to Amendment No. 5 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 18, 2005.
     
  (5) Incorporated by reference to Amendment No. 6 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on July 7, 2005.
     
  (6) Incorporated by reference to Amendment No. 8 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on September 9, 2005.
     
  (7) Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2010.
     
  (8) Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2010.
     
  (9) Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2010.
     
  (10) Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated March 20, 2012.
     
  (11) Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated October 4, 2011.

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  IMAGING3, INC.
     
Dated: April 18, 2018 By: /s/ John Hollister
    John Hollister
    CEO

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: April 18, 2018  
   
  /s/ John Hollister
  John Hollister, CEO
  Executive Officer
   
Dated: April 18, 2018  
  /s/ Xavier Aguilera
  Xavier Aguilera, Executive Vice President, Corporate Secretary