Encino, CA, April 17, 2019 (GLOBE NEWSWIRE) -- Imaging3, Inc. (OTCQB:IGNG), (“Imaging3” or the “Company”), a development stage company focused on the introduction of disruptive technologies in the medical imaging industry, is updating its prior announcement regarding the execution of a non-binding letter of intent (“LOI”) to be acquired in a reverse acquisition (the “Acquisition”) by Grapefruit Boulevard Investments, Inc. (“GBI”), a privately held Los Angeles based cannabis company.
On Monday, April 15, Imaging3, Alpha Capital Anstalt (“Alpha”) and Brio Capital Master Fund (“Brio”) agreed to terms settling the outstanding judgment against the Company, issued by the United States District Court for the Southern District of New York (the “Court”) on July 27, 2018 (the “Agreement”). The Court awarded Alpha $804,770.08 and Brio $669,805.43, respectively. Under the terms of the Agreement, the Company will pay $100,000 cash to both Alpha and Brio at the time of the closing of the Acquisition. The balance of the judgments will be converted to IGNG restricted common shares at the conversion price of $0.164 per share, translating to 4,191,070 (four million, one hundred, ninety thousand, and seventy) Shares of IGNG’s common stock to Alpha and 3,514,628 (three million, five hundred fourteen thousand, six hundred and twenty) Shares to Brio. Further, Alpha and Brio, with the full and complete cooperation of IGNG, shall promptly commence an action against IGNG in the Superior Court of the State of California (the “Settlement Court”) seeking the Settlement Court’s approval of this Agreement pursuant to Section 3(a)(10) of the Securities Act of 1933 which will, essentially, allow IGNG to reissue the above shares to Alpha and Brio without restriction after Court approval. IGNG management believes this cooperative proceeding will be completed by mid-July, 2019. John Hollister, CEO of Imaging3, stated, “We are very pleased to have settled the long running Alpha/Brio dispute on favorable terms to both the Company and Alpha and Brio. It is very satisfying to have Alpha and Brio move from creditors to investors. Furthermore, resolving this outstanding judgment is critical for completion of the Acquisition. In this regard, GBI has approved the settlement as set forth above and IGNG and GBI will now proceed to sign a definitive share exchange agreement and close the Acquisition on an expedited basis”. GBI CEO Bradley Yourist commented “We are impressed that current IGNG management was able to settle a once very contentious dispute so quickly and fairly and we look forward to both Alpha and Brio moving from the creditor to investor column. This Agreement removes the largest obstacle to IGNG and GBI signing the definitive share exchange agreement and closing the Acquisition very expeditiously”.
In a previous Press Release dated April 8, 2019 (the “April 8 Release”), IGNG made certain statements concerning Alpha Capital Anstalt and Brio Capital Master Fund, which may have been taken out of context by readers, and IGNG would like to clarify those statements to place them in context. With respect to IGNG’s statements made in the April 8 Release concerning any market wrongdoing by any persons, IGNG, after discussions with Alpha and Brio, understands that those statements were erroneous and neither Alpha nor Brio engaged in any wrongdoing concerning trading in IGNG stock. In addition, any inference drawn from the April 8 Release that Brio was in anyway involved in the SEC v. Honig matter is erroneous and IGNG apologizes to Brio if any member of the public has drawn any such erroneous inference. In short, to the best of IGNG’s knowledge Brio had no connection of any kind in the matters that led to SEC v. Honig and related matters.
Potential investors in IGNG’s common shares are cautioned that there can be no assurances that the reverse acquisition of IGNG by GBI will ever be closed and that even if it is, there can be no assurance that the Company will thereafter be able to obtain the financing necessary to achieve its articulated goals and further that even if such financing is obtained that it will be sufficient for the Company to achieve its ultimate goals.
About Imaging3, Inc.
Imaging3, Inc., founded in 1993, has developed a patented medical imaging technology, called the Dominion SmartScan™, that produces 3D X-ray images, effectively in real time, from a low power, easily transportable and relatively low cost device. The SmartScan technology has the potential to allow healthcare professionals to perform diagnostic and therapeutic procedures more quickly and accurately, which may result in higher throughput for the clinicians and better outcomes with fewer safety risks for patients. Imaging3’s technology is designed to minimize patients’ exposure to harmful radiation versus currently employed imaging technologies such as CT scans. The company believes this will allow medical imaging to be used in many settings where scanning is currently limited by concerns about radiation exposure or cost. The technology also notably allows for convenient transportability, easier installation and use-readiness, and a significantly reduced cost burden suitable for novel settings and for healthcare systems across varied global settings. Imaging3 plans to submit a 510(k) application to FDA during 2020 to gain marketing authorization for initial applications for the SmartScan technology. Visit the company’s website at http://www.imaging3.com for detailed information about the company’s technology.
About GBI
Grapefruit Boulevard Investments, Inc. is a cannabis products company based in Westwood, Los Angeles, California. GBI holds California licenses to both manufacture and distribute cannabis products and is fully compliant with all applicable laws and regulations to operate such business. GBI has its extraction facility and distribution warehouse located in the Coachillin Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 10 miles north of the center of Palm Springs. GBI obtained its California licenses in January of 2018, commenced distribution of cannabis products in June of 2018, and commenced extraction of cannabis products in April of 2019. GBI’s goal is to become a seed to sale vertically integrated fully compliant cannabis and CBD product Company. To obtain further information on GBI’s California cannabis licenses and its business plan and operations, please visit GBI’s website at www.grapefruitblvd.com.
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:
John Hollister
Chief Executive Officer
info@imaging3.com