Imaging3, Inc. (OTCMKTS:IGNG) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Imaging3, Inc. (OTCMKTS:IGNG) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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Item 2.03 Creation of a Direct Financial Obligation.

On May 25, 2017 the Company completed the sale of $500,000 of
Convertible Promissory Notes (the Notes) to two accredited
investors (the Investors) due May 23, 2018 (the Maturity Date).
After transaction costs, the company netted $470,000 from the
sale of the Notes. These notes bear interest at the rate of 12%
per annum to the Maturity Date and 24% per annum on any remaining
balance thereafter. The Notes may be redeemed by the Company for
125% of face value within 90 days of issuance and at 135% of face
value from 91 days after issuance and before 180 days after
issuance. The Notes are convertible beginning six months after
the issue date of May 23, 2017 at 60% of the lowest closing
market price for the Companys common stock for the 20-day trading
period ending on the last trading day prior to the date of
conversion. The Investors were issued 18,000,000 shares of the
Companys common stock, rather than a common stock purchase
warrant with a variable exercise price, as a commitment fee.

In connection with the sale of the Notes, holders (the Prior
Holders) of a majority of the principal amount of the Companys
notes outstanding at May 18, 2017 (the Prior Notes) executed, as
of that date, an Omnibus Amendment (the Omnibus Amendment) to
that certain Securities Purchase Agreement (the SPA) dated April
27, 2015 and amended January 5, 2017 by that certain Convertible
Note Amendment Agreement (the Amendment Agreement) by and between
the Company and the Prior Holders, to Section 10(e) of the SPA.
to the Omnibus Amendment, the Prior Holders and the Company
agreed as follows:

1. The maturity dates of the Prior Notes shall be extended to May
18, 2018, and the Prior Holders may not convert the Prior Notes
until the sooner of (i) May 18, 2018 or (ii) the date upon which
the total balance outstanding on the Notes is collectively less
than $100,000;

2. Section 4.14 was amended to permit the sale of the Notes
containing a Variable Rate Transaction;

3. The Prior Holders confirmed to the Investors that the Prior
Notes are not currently in default and they will not enforce any
default until the amount outstanding on the Notes is collectively
less than $50,000;

4. The Prior Holders confirmed that the issuance of the Notes
will not trigger an event of default, trigger any anti-dilution
or ratchet provisions or violate any right of first refusal,
right to participate or most-favored-nation clause under the
Prior Notes; and

5. The Prior Holders were relieved of the obligation to provide
the final $50,000 tranche to the Company to the Amendment

The Company will utilize the proceeds of the Note sale to prepare
and submit a 510K application to the FDA for the Companys
Dominion SmartScan machine and for general working capital.

Item 9.01 Financial Statements and Exhibits

Exhibit 1. Convertible Notes;

Exhibit 2. Stock Purchase Agreements;

Exhibit 3. Omnibus Amendment;

Imaging3, Inc. (OTCMKTS:IGNG) Recent Trading Information

Imaging3, Inc. (OTCMKTS:IGNG) closed its last trading session up +0.0019 at 0.0149 with shares trading hands.

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