-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3aLbJEdpcdDTZfPnqys3hbZsX+PRsY0DdRz5Lc9ktT7S3axDd4oEERA3C6JYJRF 3ROEHJHIGPDElXRZkrObZg== 0001065949-09-000063.txt : 20090324 0001065949-09-000063.hdr.sgml : 20090324 20090324140510 ACCESSION NUMBER: 0001065949-09-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090323 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090324 DATE AS OF CHANGE: 20090324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMAGING3 INC CENTRAL INDEX KEY: 0001205181 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 954451059 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50099 FILM NUMBER: 09701008 BUSINESS ADDRESS: STREET 1: 3200 W. VALHALLA DRIVE CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8182600930 MAIL ADDRESS: STREET 1: 3200 W. VALHALLA DRIVE CITY: BURBANK STATE: CA ZIP: 91505 8-K 1 i38kmarch242009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2009 IMAGING3, INC. -------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA ------------------------------------------- (State or other jurisdiction of incorporation) 000-50099 95-4451059 ---------------------- ---------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 3200 W. VALHALLA DR., BURBANK, CALIFORNIA 91505 ------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 260-0930 NOT APPLICABLE ---------------------------------- (Former name, former address and former fiscal year, 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. [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) SECTION 8. OTHER EVENTS ITEM 8.01 MODIFICATION OF PROGRAM. Effective March 23, 2009 and applicable retroactively to February 4, 2008, Dean Janes has modified his program with Imaging3, Inc. (the "Company") and UBS Financial Services. Under the modification, Mr. Janes will not have the right to purchase any shares of the common stock of the Company from the proceeds of his sales of stock in the open market through UBS Financial Services. To date, Mr. Janes has sold a total of 3,875,983 shares of his common stock in the Company in the open market through UBS Financial Services since February 4, 2008, resulting in net proceeds to Mr. Janes of approximately $375,000. Since February 4, 2008, Mr. Janes has loaned all of those proceeds to the Company without interest, payable to Mr. Janes on demand. In the original program, Mr. Janes had the right to convert those advances into shares of the Company's common stock at an aggregate conversion price approximately equal to the net proceeds from his stock sales, although no such conversions had yet been made. Under the modified program, Mr. Janes will not have the right to convert any of the advances into shares of common stock. Instead, Mr. Janes has agreed to modify his demand notes into a long-term noninterest bearing loan payable in full by the Company on or before December 31, 2012. A copy of the form of promissory note is attached to this report as an exhibit. Furthermore, Mr. Janes is not obligated to loan or invest any proceeds from the sale of his Company common stock in the future, if any, in or to the Company, although he may from time to time make investments or loans to the Company on terms and conditions agreed upon by the Company and him, and approved by the Company's Board of Directors with Mr. Janes abstaining from the vote. SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS & EXHIBITS (a) Financial Statements of Business Acquired Not Applicable. (b) Pro Forma Financial Information Not Applicable. (c) Exhibits 99.1 Form of Promissory Note Payable By Imaging3, Inc. to Dean Janes. SIGNATURES Pursuant to the requirements 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. ----------------------------- (Registrant) Date: March 24, 2009 /s/ Dean Janes, Chief Executive Officer ---------------------------------------- Dean Janes, Chief Executive Officer -1- EX-99 2 ex991.txt UNSECURED PROMISSORY NOTE $_______ ____________, 200__ Los Angeles, California FOR VALUE RECEIVED, Imaging3, Inc., a California corporation (the "Maker"), hereby promises to pay to the order of Dean Janes or his assigns (the "Payee"), at 3200 W. Valhalla Dr., Burbank, California 91505, the principal sum of _____________ Dollars ($_________) bearing no interest unless there is a default on the Note. The Note matures on December 31, 2012 (the "Maturity Date") at which time all outstanding principal is payable in full. Maker has the right to prepay all or any portion of this Note at any time during its term without penalty. 1. DEFAULT AND REMEDIES. Any of the following shall constitute a default by Maker hereunder: A. The failure of the Maker to make any payment of principal or interest required hereunder within 10 days of the due date for such payment, as it may properly be extended pursuant to the terms of this Note; or B. The failure of Maker to fully perform any other material covenants and agreements under this Note and continuance of such failure for a period of 10 days after written notice of the default by Payee to Maker. Upon the occurrence of a default hereunder, Payee may, at its option, declare immediately due and payable the entire unpaid principal sum of this Note owing at the time of such declaration pursuant to this Note. The outstanding defaulted amount will bear simple interest at a rate of 7% per annum. In the event of a default under this Note, the Payee will have all rights and remedies available to Payee at law or in equity on a cumulative basis, including but not limited to all rights and remedies under the Uniform Commercial Code as in effect under the laws of the State of California. 2. COSTS OF COLLECTIONS. Payee shall be entitled to collect reasonable attorney's fees and costs from Maker, as well as other costs and expenses reasonably incurred, in curing any default or attempting collection of any payment due on this Note. 3. INSPECTION RIGHTS. Payee, individually or through its agent, shall have the right, upon reasonable notice and at its expense, to review and inspect the books and records of the Maker at Maker's office during reasonable business hours. 4. RESTRICTION ON TRANSFER. This Note shall be subject to the following restrictions: "This Note has been purchased by means of a private placement exempt from Federal securities registration pursuant to Section 4(2) and Rule 506 of the Securities Act of 1933, as amended, and exempt from California securities registration pursuant to Section 25102(f) of the California Corporate Securities Act of 1968, as amended, for offerings not involving any public offering or solicitation. This Note may not be sold, assigned, transferred or otherwise disposed of to any person or entity until the Note has been registered under an effective registration statement filed with the Securities and Exchange Commission, or an opinion of counsel or other evidence acceptable to Maker has been obtained to the effect that such registration is not required." -1- 5. PAYMENT AND PLACE OF PAYMENT. This Note shall be payable in lawful money of the United States. All payments on this Note are to be made or given to Payee at the address provided to Maker or to such other place as Payee may from time to time direct by written notice to Maker. 6. NONRECOURSE. In the event that the Maker defaults on this Note, Payee shall look solely to the assets of the Company for repayment and none of the shareholders, officers, directors or affiliates of the Maker shall have any personal liability for payment hereunder. 7. WAIVER. Maker, for itself and its successors, transfers and assigns, waives presentment, dishonor, protest, notice of protest, demand for payment and dishonor in nonpayment of this Note, bringing of suit or diligence of taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder. 8. SEVERABILITY. If any provision of this Note or the application thereof to any persons or entities or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note shall not be deemed affected thereby and every provision of this Note shall be valid and enforceable to the fullest extent permitted by law. 9. NO PARTNER. Payee shall not become or be deemed to be a partner or joint venturer with Maker by reason of any provision of this Note. Nothing herein shall constitute Maker and Payee as partners or joint venturers or require Payee to participate in or be responsible or liable for any costs, liabilities, expenses or losses of Maker. 10. NO WAIVER. The failure to exercise any rights herein shall not constitute a waiver of the right to exercise the same or any other right at any subsequent time in respect of the same event or any other event. 12. GOVERNING LAW. This Note shall be governed by and construed solely in accordance with the laws of the State of California. The venue for any legal proceedings under this Note shall be in the County of Los Angeles, State of California. IN WITNESS WHEREOF, Maker has executed this Note as of the date first hereinabove written. IMAGING3, INC., A CALIFORNIA CORPORATION By: ---------------------------------------- Christopher Sohn, President -2- -----END PRIVACY-ENHANCED MESSAGE-----