Imaging3 and Key Shareholders Amend Notes and Warrants and Agree to Additional Debt Facility
Burbank, CA, January 17, 2017 (GlobeNewswire): Imaging3, Inc. [OTCQB:IGNG] announced the company has closed a financing arrangement with five key shareholders, whereby fourteen separate 10% original-issue-discount secured convertible notes held by these shareholders (twelve of which were in default) with an aggregate balance due of about $770,000 have been amended such that (i) the maturity date of all notes is now August 31, 2017 and (ii) the notes are now convertible into subsequent rounds of financing rather than being convertible at $0.01 per share. Should there be an event of default under these amended notes, the conversion price will revert back to $0.01 per share
As part of the financing arrangement, fifteen separate warrants held by these same shareholders were also amended such that the number of shares exercisable pursuant to each warrant has been reduced by 75%. The exercise price of these warrants remains at $0.01. In consideration for this reduction, Imaging3 has issued to the five holders new convertible promissory notes in the total principal amount of $124,687.50 in the same form as the notes described above, as amended. The resulting reduction in the number of warrant-shares outstanding is 49,875,000.
Furthermore, these shareholders agreed, as part of the arrangement, to lend Imaging3 up to an additional $200,000, in increments of $50,000, at the company’s discretion, as long as the original notes are not in default. These loans will: (i) be evidenced by notes in the form of the notes described above, as amended; (ii) be due on August 31, 2017; (iii) bear interest at 10% per annum; and (iv) have a face value of 118.75% of the funds actually advanced. In addition, Imaging3 shall issue warrants granting the noteholder the right to purchase, at $0.01 per share, that number of common shares of the company equal to 25 times the number of dollars loaned.
The arrangement described above was contingent on the two officers of Imaging3—Chief Executive Officer Dane Medley and Chief Financial Officer Xavier Aguilera—agreeing to restate their respective employment agreements, which they both have done.
As part of his restated employment agreement, Mr. Medley waived all possible claims against the company, accepted the title of president (and thereby dropping the chief executive officer title), sold all his shares of Preferred Voting Stock (entitling him to 750,000,000 common-share-equivalent votes) back to the company for a price of $60,000 (to be paid over time), and agreed to accept 4,000,000 restricted stock units as soon as practical after a stock incentive plan that allows such issuances is approved. Mr. Medley’s compensation and severance package are also defined in his restated agreement.
As part of his restated employment agreement, Mr. Aguilera waived all possible claims against the company and agreed to accept 2,000,000 restricted stock units as soon as practical after a stock incentive plan that allows such issuances is approved. Mr. Aguilera’s compensation and severance package are also defined in his restated agreement.
Another important development is that, on December 14, 2016 and prior to the effective date of the arrangement described above, one of the 10% original-issue-discount secured convertible notes held by the key shareholders, in default and with an amount owed (including interest) of $70,747, was converted into 7,074,700 common shares of the company.
All the details of this financing arrangement are set forth in our 8-K filing, which can be found by going to https://www.sec.gov/edgar/searchedgar/companysearch.html and entering “Imaging3” in the Company Search window.
Stated Dane Medley, president: “This is the most exciting development for Imaging3 in the three-plus years since I started. The stage is now set for the company to move forward without a dark cloud hanging over its head. It is proof-positive that Scott Pancoast can make good things happen for Imaging3.”
Scott Pancoast, consultant to the company, said, “As a result of this fundamental restructuring and extension of our previously delinquent debt, Imaging3 is now positioned for success. We can focus on obtaining equity financing and building a world-class team of executives who can then get our breakthrough technology approved, our manufacturing capabilities established, and our first-in-class products to market.”
Imaging3, Inc., founded in 1993, has developed a patented medical imaging technology, called SmartScan™, that will produce 3D X-ray images, virtually in real time. The SmartScan technology will allow healthcare professionals to perform diagnostic and therapeutic procedures more quickly and accurately, resulting in higher throughput for the clinicians and fewer safety risks for the patient. The technology also allows for greater portability, easier installation, and a significantly reduced cost burden for the healthcare system overall. Imaging3 is planning to submit a 510(k) application to the FDA in 2017 in order to gain approval to commercialize the SmartScan technology.
Visit the company’s website at http://www.imaging3.com for detailed information about the Company’s technology.
Safe Harbor Statement
Imaging3 cautions you that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the company and are subject to a number of risks and uncertainties inherent in the Imaging3’s business, including, without limitation: the company may not ever obtain FDA approval for any of its devices; the company may not be able to secure the funds necessary to support its product development plans; and the company may not ever achieve the market success to sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger imaging companies, technological obsolescence, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Imaging3 and the risk factors that may affect the realization of forward-looking statements is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Imaging3 undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.Investor Relations Contact:
Amato and Partners, LLC
90 Park Avenue, 17th Floor
New York, NY 10016