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Re: Decarz post# 38591

Wednesday, 07/30/2014 11:28:38 AM

Wednesday, July 30, 2014 11:28:38 AM

Post# of 39209
The problem is

The proposed lender is going to get 7 Billion shares on top of the 5 billion already outstanding. 12 Billion shares going into a reverse split at NO BID is going to be the mother of all reverse splits.

SEC revocation is a better deal as that immediately frees up the tax loss.

600 x 147,282,723 is more than a LITTLE dilution

""convertible into common stock at any time, at a ratio of 147,282,723 shares of common stock for each share of Preferred Stock""

Item 1.01 Entry into a Material Definitive Agreement

On June 27, 2014, Imaging Diagnostic Systems Inc. (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Viable International Investments, LLC, a Florida limited liability company owned by a group of foreign private investors (“Viable”). The Securities Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Viable will purchase 600 shares of newly created Series M Convertible Preferred Stock (the “Preferred Stock”) at $10,000 per share for a total purchase price of $6,000,000. Upon the execution of the Securities Purchase Agreement, Viable paid a non-refundable deposit in the amount of $100,000 to the Company.

The Preferred Stock carries a 9% cumulative annual dividend, a liquidation preference of $10,000 per share is convertible into common stock at any time, at a ratio of 147,282,723 shares of common stock for each share of Preferred Stock and votes on an as-converted basis with the Company’s common stock on all matters submitted to a vote of shareholder based on the Company’s existing common shares outstanding, the 600 shares of Preferred Stock, once purchased, would represent a 90% voting and economic interest in the Company’s capital stock. With respect to the payment of dividends and amounts upon liquidation, the Preferred Stock will rank equally on with the Company’s Series L Preferred Stock, and will rank senior to the Company’s common stock.

#1). You have money. Other people want it. All of it!
#2). You want easy money. So does everybody else. They'll get it, too....yours! (and all of it!)
#3). You tell yourself you're smart. You won't lose your money. Fact: Other people are smarter,

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