Current Report Filing (8-k)
17 November 2017 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 16, 2017
IMAGING3,
INC.
(Exact
name of registrant as specified in its charter)
California
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000-50099
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95-4451059
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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3022
North Hollywood Way, Burbank, CA
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91505
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(818) 260-0930
(Former
name or former address, 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 (see General Instruction A.2.below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
November 16, 2017, at a Special Meeting of Stockholders (the “Special Meeting”) of Imaging3, Inc. (the “Company”),
the Company’s stockholders approved the two proposals listed below. The final results for the votes regarding each proposal
are set forth below. The total number of outstanding shares of common stock entitled to vote based at the meeting (based on the
September 18, 2017 record date) was 295,443,077 votes, and there were present at the meeting, in person or by proxy, 175,665,124
votes, which number constituted a quorum for the meeting. The details of each matter voted upon at the meeting is set forth in
our definitive proxy statement for the annual meeting of stockholders, which has been filed with the Securities and Exchange Commission.
The results of the voting of each such matter are presented in (b) below. The proposals are described in detail in the Company’s
definitive proxy statement for the Special Meeting (the “Proxy”), filed with the Securities and Exchange Commission
on October 3, 2017.
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1.
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To
approve an amendment to our articles of incorporation to effect a reverse stock split of all of the outstanding shares of
our common stock, no par value (“Common Stock”) at a ratio of not less than 1-8 and not greater than 1-for-30,
with the exact ratio to be established at the discretion of our board of Directors:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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156,199,093
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17,249,193
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2,206,838
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0
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2.
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To
approve the reincorporation of Imaging3, Inc. from California to Delaware:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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126,585,920
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4,240,227
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959,820
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43,869,157
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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IMAGING3,
INC.
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(Registrant)
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Date:
November 17, 2017
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By:
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/s/
Dane Medley
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Dane
Medley, President
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