Amended Annual Report (10-k/a)
April 18 2018 - 02:28PM
Edgar (US Regulatory)
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
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95-4451059
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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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
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Name of Each Exchange On
Which Registered
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COMMON STOCK
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OTC
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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
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
(Do not check if a smaller reporting company)
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[ ]
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Smaller
reporting company
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[X]
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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
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Description
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3.1
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Articles of Incorporation (1)
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3.2
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Articles
of Amendment dated
October 25, 2001
,
June 24, 2002
, and
August 13, 2002
(1)
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3.3
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Bylaws (1)
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3.4
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Certificate of Amendment dated September 30, 2003(2)
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3.5
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Certificate of Amendment dated October 25, 2001(3)
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3.6
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Certificate of Amendment June 24, 2002(3)
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3.7
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Certificate of Amendment August 13, 2002(3)
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3.8
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Certificate of Determination for Series A Preferred Stock(10)
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3.9
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Amendment to Certificate of Determination for Series A Preferred Stock(10)
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10.1
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Patent No. 6,754,297(3)
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10.2
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Consulting Agreement(3)
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10.3
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Assignment(3)
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10.6
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Commercial Promissory Note dated August 4, 2004(4)
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10.7
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Security Agreement(4)
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10.8
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Commercial Promissory Note dated April 24, 2005(5)
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10.9
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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)
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10.10
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Promissory Note, dated November 1, 2008 in the amount of $140,039.35, payable by Imaging3, Inc. to Dean Janes(7).
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10.11
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Promissory Note, dated March 23, 2009 in the amount of $95,000, payable by Imaging3, Inc. to Dean Janes(7)
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10.12
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Promissory Note, dated April 2, 2009 in the amount of $375,000, payable by Imaging3, Inc. to Dean Janes(7)
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10.13
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Promissory Note, dated April 13, 2010 in the amount of $66,500, payable by Imaging3, Inc. to Dean Janes(7)
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10.14
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Promissory Note, dated June 28, 2010 in the amount of $100,000, payable by Imaging3, Inc. to Dean Janes(7)
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10.15
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Securities Purchase Agreement by and between Imaging3, Inc. and Cranshire Capital, L.P., dated October 4, 2010(8)
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10.16
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Series A Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
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10.17
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Series A Warrant dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.18
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Series B Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
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10.19
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Series B Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.20
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Series C Warrant, dated October 15, 2010 for Cranshire Capital, L.P.(9)
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10.21
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Series C Warrant, dated October 15, 2010 for Freestone Advantage Partners, L.P.(9)
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10.22
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Registration Rights Agreement entered into by Imaging3, Inc., Cranshire Capital, L.P. and Freestone Advantage Partners, L.P., dated October 15, 2010(9)
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10.23
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Securities Purchase Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
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10.24
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Security Agreement with Gemini Strategies, LLC, dated October 3, 2011(11)
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14.1
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Code
of Conduct
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31.1
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Section
302 Certification of Chief Executive Officer
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31.2
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Section
302 Certification of Chief Financial Officer
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32.1
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Section
906 Certification of Chief Executive Officer
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32.2
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Section
906 Certification of Chief Financial Officer
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema Document
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase Document
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(1)
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Incorporated
by reference to the Form 10SB/A Registration Statement filed with the Securities and Exchange Commissioner on December 9,
2002.
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(2)
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Incorporated
by reference to Amendment No. 2 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October
6, 2004.
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(3)
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Incorporated
by reference to Amendment No. 3 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October
21, 2004.
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(4)
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Incorporated
by reference to Amendment No. 5 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April
18, 2005.
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(5)
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Incorporated
by reference to Amendment No. 6 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on July
7, 2005.
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(6)
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Incorporated
by reference to Amendment No. 8 to Form SB-2 Registration Statement filed with the Securities and Exchange Commission on September
9, 2005.
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(7)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2010.
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(8)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2010.
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(9)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2010.
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(10)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated March 20, 2012.
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(11)
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Incorporated
by reference to the Report on Form 8-K filed with the Securities and Exchange Commission, dated October 4, 2011.
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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.
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IMAGING3,
INC.
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Dated:
April 18, 2018
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By:
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/s/
John Hollister
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John
Hollister
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CEO
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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
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/s/
John Hollister
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John
Hollister, CEO
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Executive
Officer
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Dated:
April 18, 2018
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/s/
Xavier Aguilera
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Xavier
Aguilera, Executive Vice President, Corporate Secretary
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