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 20, 2012
IMAGING3, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
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000-50099
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95-4451059
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3200 W. Valhalla Dr., Burbank, California 91505
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(Address of principal executive offices) (Zip Code)
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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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
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Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
TABLE OF CONTENTS
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SECTION 3.
SECURITIES AND TRADING MARKETS
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1
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Item 3.02
Unregistered Sales of Equity Securities
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1
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SECTION 5.
CORPORATE GOVERNANCE AND MANAGEMENT
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1
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Item 5.03
Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year
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1
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SECTION 8.
OTHER EVENTS
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1
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Item 8.01
Other Events
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1
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SECTION 9.
FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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1
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SIGNATURES
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2
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SECTION 3. SECURITIES AND TRADING MARKETS
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Item 3.02.
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Unregistered Sales of Equity Securities
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See Section 8, Item 8.01 in this Report.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year
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See Section 8, Item 8.01 in this Report.
SECTION 8. OTHER EVENTS
The Board of Directors of Imaging3, Inc., a California corporation (the “Company”), has authorized and effected the issuance of 3,000 shares of its Series A Preferred Stock to its founder and Chief Executive Officer, Dean Janes. Each share of Series A Preferred Stock has a par value of $0.001 and the equivalent of 350,000 votes. The Series A Preferred Stock is not convertible into the Company’s common stock and has virtually no rights to dividends or liquidation preference. The holder of the Series A Preferred Stock is entitled to dividends only to the extent of the number of shares of Series A Preferred Stock held by him (i.e. 3,000) in proportion to the total number of outstanding shares of preferred and common stock. The liquidation preference of each share of the Series A Preferred Stock is its par value. Copies of the Certificate of Determination (retroactively effective on or about November 22, 2011 after review and comment by the California Secretary of State), and Amendment to the Certificate of Determination (effective on or about March 20, 2012) for the Company’s Series A Preferred Stock are attached to this Report as Exhibits 3.1 and 3.2.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b)
Pro Forma Financial Information
Not Applicable.
(c)
Shell Company Transactions
Not Applicable.
(d) Exhibits
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)
/s/
Dean Janes, Chief Executive Officer
Dean Janes, Chief Executive
Exhibit 3.1
Certificate of Determination for Series A Preferred Stock
Imaging3, Inc.
CERTIFICATE OF DETERMINATION
OF
IMAGING3, INC.
Christopher Sohn and Xavier Aguilera hereby certify as follows:
1. They are the President and the Secretary, respectively, of Imaging3, Inc., a California corporation (the “Company”).
2. The number of authorized shares of Preferred Stock is 1,000,000. The authorized number of shares of Series A Preferred Stock is 1,000, none of which have been issued.
3. The Board of Directors has duly adopted the following resolution:
WHEREAS, the Articles of Incorporation, as amended, authorize the Preferred Stock of the Company to be issued in series and authorize the Board of Directors to determine the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares and the designation of any such series.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issue of the first series of Preferred Stock of the Company and does hereby fix and determine the rights, preferences, restrictions and other matters relating to said series of Preferred Stock as follows:
1.
Designation
There is hereby designated a series of Preferred Stock to be known as “Series A Preferred Stock” and the authorized number of shares of Series A Preferred Stock shall be 1,000 shares, with the rights, preferences, privileges, and restrictions set forth in this Certificate.
2.
Dividends
The holders of the Series A Preferred Stock will be entitled to receive, when and as declared by the Board of Directors, out of funds legally available therefore, their ratable portion, with the holders of the Common Stock based on the number of shares of Series A Preferred Stock then outstanding in relation to the total number of shares of Series A Preferred Stock and Common Stock then outstanding, of any dividends which may be declared by the Board of Directors and paid by the Company.
3.
Voting Rights
On all matters submitted to a vote of the shareholders of the Company, each share of Series A Preferred Stock will have 350,000 votes and the holders of the Series A Preferred Stock will vote with the holders of the Common Stock as one class, except as provided by law.
4.
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock then outstanding will be entitled to be paid, out of the assets of the Company available for distribution to its shareholders, a preference (the “Liquidation Preference”), whether from capital surplus or earnings, before any payment or declaration and setting apart for payment of any amount is made with respect to the Common Stock of the Company. The amount of the Liquidation Preference is $0.001 per share of then outstanding Series A Preferred Stock. After the payment of the Liquidation Preference, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably among the holders of the Common Stock of the Company.
5.
Notices
Any notice required by the provisions hereof to be given to the holders of shares of Series A Preferred Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.
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Christopher Sohn, President
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Xavier Aguilera, Secretary
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The undersigned hereby declare under penalty of perjury under the laws of the State of California that they have read the foregoing certificate and know the contents thereof and that the same is true of their own knowledge.
Dated: November 17, 2011
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Christopher Sohn, President
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Xavier Aguilera, Secretary
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Exhibit 3.2
Amendment to the Certificate of Determination for Series A Preferred Stock
Imaging3, Inc.
AMENDMENT TO CERTIFICATE OF DETERMINATION
OF
IMAGING3, INC.
Christopher Sohn and Xavier Aguilera hereby certify as follows:
1. They are the President and the Secretary, respectively, of Imaging3, Inc., a California corporation (the “Company”).
2. The number of authorized shares of Preferred Stock is 1,000,000, 1,000 of which have been issued. The number of authorized shares of Series A Preferred Stock is 1,000, 1,000 of which have been issued.
3. The Board of Directors has duly adopted the following resolution:
WHEREAS, the Articles of Incorporation authorize the Board of Directors to increase the number of shares constituting a series of Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby increase the number of authorized shares constituting the Series A Preferred Stock as follows:
Section 1 of the Company’s Certificate of Determination filed on or about November 22, 2011 (the “Certificate”) is hereby amended and restated as follows:
1: Designation
There is hereby designated a series of Preferred Stock to be known as “Series A Preferred Stock” and the authorized number of shares of Series A Preferred Stock shall be 3,000 shares, with the rights, preferences, privileges, and restrictions set forth in this Certificate.
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Christopher Sohn, President
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Xavier Aguilera, Secretary
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The undersigned hereby declare under penalty of perjury under the laws of the State of California that they have read the foregoing amendment to certificate of determination and know the contents thereof and that the same is true and correct of their own knowledge.
Dated: March___, 2012
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Christopher Sohn, President
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Xavier Aguilera, Secretary
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