Burbank, CA, April 01, 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 further 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 and simultaneously vend its imaging business into a privately held corporation which will be partially owned by post - Acquisition IGNG .
Two significant events took place on Thursday March 28 and Friday March 29, 2019. First, IGNG transmitted a basic settlement offer to Alpha Capital Anstalt (“Alpha”) and Brio Capital Master Fund, Ltd. (‘Brio”) calling for the payment to each of Alpha and Brio of $100,000.00 cash at closing and the remainder of $709,402.00 to Alpha and $576,339.00 to Brio in common shares of IGNG at a fixed price. While the final conversion price is subject to further negotiations between the parties, management believes the fact that Alpha and Brio agreed to accept a fixed price conversion as opposed to a variable conversion price based on a discount to the then current market price for a given pricing period ( a “Variable Conversion Price”) is a significant step forward, since both Alpha and Brio had previously always insisted on a Variable Conversion Price for the outstanding debt in negotiations concerning settlement of IGNG’s debt to Alpha and Brio.
Second, on Thursday March 28, 2019, the Yourist brothers, the founders and managers of GBI met with senior personnel of Rose, Snyder and Jacobs, CPAs, (“RSJ”), IGNG’s auditor, to discuss the Acquisition and the audit of GBI for the pro forma consolidated financial statements of GBI and IGNG, which are required to be filed with the SEC on or before the 75th day after the closing of the Acquisition. At the conclusion of the meeting, the parties agreed that completion of the pro forma consolidated audited financial statements of IGN/GBI could be achieved within the proscribed 75 day period.
John Hollister, IGNG’s current CEO stated, “We believe that the agreement to settle the Alpha and Brio debt at a fixed conversion price is a significant step toward finalizing the Definitive Exchange Agreement (the “Agreement”) between GBI and IGNG. It also further confirms that current IGNG management’s decision to enter into the GBI transaction and thereby afford current IGNG shareholders with the best available opportunity to have their IGNG holdings enhanced while, at the same time, limiting their risks, was a proper one. We look forward to expeditiously moving ahead with the GBI reverse acquisition and in connection with that have advanced drafting of the Agreement which we still expect to execute by the end of the first week in April.”
With respect to the filing of Form NT-10K today, rather than the Company’s annual Report on Form 10-K for the year ended December 31, 2018, Hollister stated, “While it is always disappointing to file for an extension rather than the instant form, under the circumstances of the pending GBI Acquisition, it is not surprising that we needed to take the extra time necessary to insure that the Form 10-K includes any disclosures required by the pending GBI Acquisition. In any case, Management is certain that the IGNG 10-K for 2018 will be filed within the required 15 day extension period.
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 or to even remain in business.
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. 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 fewer safety risks for patients. Imaging3’s technology exposes patients to less harmful radiation than current equivalent imaging technologies such as CT scans. The company believes this will allow scans to be used in many settings where scanning is currently limited by concerns about radiation exposure. The technology also notably allows for reasonably convenient portability, 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 2019 and or 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. Grapefruit Boulevard Investments, Inc. is a cannabis product company which holds California licenses to manufacture and distribute cannabis products.To obtain further information on GBI’s California cannabis licenses and its business plan and operations, please visit GBI’s website at http://grapefruitblvd.com/packaging/
About GBI
GBI is 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 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 and commenced distribution of cannabis products in June of 2018. GBI’s goal is to become a seed to sale vertically integrated fully compliant cannabis and CBD product Company.
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