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Wrong. IMDS lists them on their SEC filings as worth less than 700K. Who should people believe, audited SEC filings where the CEO swear under SOX the value is less than 700K or an anonymous message board poster?
Thanks. I thought IMDS was in business to obtain FDA approval in order to sell their one product, the CTLM. Who cares if the stock goes from .0004 to .0007. How does that help women with breast cancer?
IMDS is no closer to FDA approval now than they were in 2009, or 1999 for that matter.
Question for the board. Where can a woman go TODAY in the US to get a CTLM scan at one of IMDS secret clinical sites? Surely there are thousands of women who would welcome the opportunity? One would think IMDS would be shouting that from the rooftop, instead of keeping their clinical sites hidden.
TGA approval was cancelled for IMDS and the CTLM cannot be sold in Australia
Cancer Council of western Australia informed the public December of 2010 the CTLM is "unproven" and women should not rely on it as a stand alone test for breast cancer.
http://www.breastscreen.health.wa.gov.au/docs/Unproven-Breast-Imaging-Factsheet.pdf
Unproven breast imaging technologies are aggressively marketed in Western Australia, particularly to young
women. They are often promoted as an alternative to mammography, the screening tool for breast cancer.
This factsheet provides information about the unproven breast imaging technologies that are commercially
available in Western Australia.
The promotion of unproven breast imaging technologies has raised concerns among health professionals and
cancer experts, as there is little or no scientific evidence to demonstrate that these technologies reduce
deaths from breast cancer.
In fact, none of these technologies are approved for use in Australia as stand alone tests for breast cancer
detection – they are only approved for use in conjunction with scientifically proven breast imaging
techniques such as mammography.
Breast imaging technologies are commercially available because they have been approved for use by the
Therapeutic Goods Administration (TGA). However, this approval only ensures that the technologies are
safe in terms of immediate harm. Therapeutic Goods Administration approval does not mean that the
technologies can detect breast cancer or should be used as screening tools.
Computer Tomography Laser Mammography (CTLM)
Computed tomography laser mammography (CTLM) sends near infrared light into breast tissue. Near infrared light is
absorbed by haemoglobins (proteins) in the blood, which act as a contrast medium. The CTLM device is claimed to
detect increased blood vessel formation in tissue, which is a feature of tumours.
CTLM is a new technology that does not appear to have been clinically evaluated as a stand alone test for breast
cancer detection. The existing evidence reveals major limitations with the low resolution of CTLM images, and
indicates CTLM requires considerably further development and evaluation.
There do not appear to be any clinics offering CTLM technology yet in Western Australia, however the Australasian
distributor for CTLM is based in Perth.
Summary
It is vital that women understand that the unproven breast imaging technologies featured in this fact sheet are not
proven to effectively detect or screen for breast cancer. Research does not confirm that any of the technologies
are valid alternatives to mammographic screening, and clinical decisions cannot be based on the results of these
unproven imaging tests. Women with a lump detected using an unproven breast imaging device will still require
assessment using conventional, validated methods, such as mammography or breast ultrasound, for a definitive
diagnosis.
The CTLM is NOT approved for sale in Australia. IMDS own distributor confirms this on their website
www.shimadzumedical.com.au/products/ctlaserbreastimaging.html
Miami Herald article on IMDS
Very good DD on the company IMO
Published Monday, February 22, 1999, in the Miami Herald
Engineer's dream machine is a nightmare to shareholders
By JAMES McNAIR and NEIL REISNER
Dr. Stuart Kaplan said IDS was never ready to proceed full-speed, so he ended the relationship.
Diane Strait, in a statement given to the FDA, said Grable told her to modify images with a computer graphics program.
Richard Grable's dream machine is a narrow, thinly padded, fiberglass bed with a hole in it.
Grable's company, Imaging Diagnostic Systems in Plantation, touts it as a major breakthrough in the early detection of breast cancer with lasers. The National Cancer Institute and American Cancer Society estimate that 175,000 American women will be diagnosed with breast cancer in 1999. About 43,300 women will die.
At some point, Grable wants to substitute his computerized laser scanner for X-ray machines that require women's breasts to be clamped to the brink of pain. If he succeeds, he will have beaten the world's biggest medical equipment makers in the race to laser mammography.
''We're the closest to the finish line,'' said Grable, who formed IDS in 1994 and serves as its chief executive officer. ''There's nobody else in the world who has done a study or who can show you images.''
But there's plenty of reason to wonder if IDS will even finish the race.
Will they finish?
To date, IDS has burned through $28 million and hasn't yet obtained U.S. Food and Drug Administration approval for its device, let alone sold one. Since early 1996, when IDS' common stock topped $9 a share, U.S. investors have bailed out, driving down the share price to 51 cents as of Friday. To stay alive, IDS has relied increasingly on high-priced money from offshore financing havens like Liechtenstein and Tortola. Its auditors express having ''substantial doubts'' about the company's chances of survival.
The company's own statements and history make it an easy target for skepticism. Consider:
In June 1996, Grable wrote that IDS should have FDA marketing approval by mid-1997 based on test results of 400 to 600 patients. But as of last week, only 37 patients have been tested on the optical scanner -- no more than two outside the company's own lab -- and IDS still doesn't have FDA permission to sell the machine in the United States.
On several occasions since 1997, IDS has said it would begin clinical testing of its machine on hospital patients -- a mandatory step in obtaining FDA marketing approval. But its machine still hasn't seen the inside of a hospital.
From time to time, IDS has announced the assignment of ''exclusive distribution agreements'' to medical equipment dealers in countries like Italy and Turkey. No overseas orders have been booked.
In November 1997, a former IDS employee told the FDA that Grable had ordered her to enhance images taken by the machine to make a better impression at an annual radiology convention. Grable refused to talk about it, calling her a ''disgruntled employee who was fired.''
In April 1998, IDS said it expected $66 million in revenue and $32 million in pre-tax profit from the machine in the year ending June 30, 1999. Now the company says it will need $8 million in financing to get through the next two years ''to complete all necessary stages in order to enable it to market'' the machine. Yet it insists it will still achieve the revenue and profit forecasts, this time by June 2000.
IDS never disclosed that, because of technology delays, its profit projection would be delayed a year. Grable couldn't remember making the projection.
''We'll have to find it and see what it says,'' he said.
The steady flow of public statements that don't come true has evoked the ire of some IDS shareholders. Dan O'Leary, a Detroit accountant who has invested several thousand dollars in IDS since 1996, said he believes the company's fudging of facts warrants a federal investigation.
''Whether this company is a sham or not is up to the government or the courts to decide,'' O'Leary said. ''What is clear is that management has placed their own interests above the interests of the shareholder, failed to properly protect shareholder interests and made misleading statements that were damaging to shareholders.''
People in the radiology industry, too, have learned to filter what IDS has to say.
''You can't really expect them to get into into the market in a year or two,'' said Brian Casey, editor of Diagnostic Imaging Scan newsletter. ''On the other hand, they've discussed this as though it's on the cusp of commercialization.''
Man behind the machine
At 56, Richard Grable has spent nearly a third of his life pushing contraptions to make breast exams easier and more reliable for women. The first, a breast illuminator, got into his head through a magazine story from Sweden in the late 1970s.
''It sounded like a good concept,'' said Grable, an engineer by trade. ''The more I looked at it, the more I liked it.''
Grable and his wife Linda Grable started Lintronics Industries in 1981 to develop a breast illuminator of their own. Their first machine, the Lintro-Scan, employed off-the-shelf parts and infrared light. The Grables opened the publicity spigots.
In trade magazine ads and product brochures, Lintronics promoted the device as an alternative to X-ray mammography. In a promotional videotape sent to TV stations and prospective investors and buyers, a narrator says, ''Malignant tumors typically show up very dramatically on the (Lintro-Scan) monitor. Extremely effective in detecting tumors in their earliest stages of development.''
The claims eventually reached the FDA. From 1986 to 1990, FDA investigators took issue with the Lintro-Scan campaign and reminded the Grables that light-scanning devices not approved by the FDA couldn't be used for diagnosing diseases.
But by then, the Grables had already sold some of their machines in the United States. One company in Wisconsin toted around a Lintro-Scan in a van, advertising mammography screens in shopping center parking lots. Federal marshals seized it.
Lintronics did a fade. The Grables told the FDA that the first incarnation of the company, Lintronics Industries, was taken over by a hostile raider and driven into insolvency. They said they sold the second, Lintronics International.
After a short hiatus, the Grables formed Imaging Diagnostic Systems in 1994. It went public by doing what is commonly called a reverse IPO -- merging with a publicly traded ''shell'' company already registered with the Securities and Exchange Commission. Ever since, IDS's shares have traded on the Nasdaq Electronic Bulletin Board, the nation's haunt for ''penny'' stocks trading for less than $5. Both reverse IPOs and penny stocks are frowned upon by all but the most speculative investors.
Hitting the trail
IDS planned to pick up where Lintronics left off, using laser technology developed by Richard Grable to detect abnormalities in women's breasts. Once again, he hit the publicity trail, telling The Miami Herald in 1995, ''We feel that over the next year, we'll make a real impact on the imaging of the breast.''
Not much happened during the next year, however. The FDA gave IDS the go-ahead to test its prototype machine on up to 50 women at the Strax Breast Diagnostic Institute in Lauderhill. The machine was installed at Strax, but in the 18 months it was there, only two women were tested. Grable cited technology delays and the landlord's unwillingness to let IDS install a five-ton laser cooler on the roof. Dr. Stuart Kaplan, the medical director at Strax, said IDS was never ready to proceed full-speed, so he ended the relationship.
''We were waiting so long for them to develop the technology for us to be able to do a clinical trial,'' Kaplan said. ''We said we needed the space for other things.''
At IDS' 34-employee headquarters and lab in Plantation, there is ample evidence of a medical technology company in a pre-production stage. Employees are testing the laser-optic systems and wiring computer work stations. The company has five finished machines and several variations of its scanning bed.
Despite the fact that IDS can't sell its machine in the United States yet, its publicity machine has chugged along nonstop. Its public relations firms are more like partners. At least three of them have accepted IDS shares as payment, giving them an added monetary incentive to put a positive spin on the company's press releases.
The company cajoled its way into puff pieces on Good Morning America, The Phil Donahue Show, CBS This Morning and, last week, on NBC 6 in Miami. In September, U.S. News & World Report fawned over IDS in a full-page story entitled, ''No more slam-o-gram.'' Irate members of the American College of Radiology's Task Force on Breast Cancer flogged the magazine for treating IDS' unproven machine as a viable alternative to X-ray mammography.
IDS was a regular guest on the news wires in 1998. It said clinical trials of its machine ''will commence in hospitals in Miami, Chicago, Los Angeles, Boston and New York.'' It said the machine is in the ''last stages'' of development and is anticipated to be ''ready for distribution'' in the summer (of 1998). It projected sales of $66 million and pre-tax earnings of $32 million for the year ending June 30, 1999.
Statements unfulfilled
So far, none of those statements have come true. IDS has obtained FDA approval to test its laser mammographer on up to 275 patients with breast abnormalities or positive mammograms at the Nassau County Medical Center in New York, but nowhere else. Grable said talks are under way with hospitals in the other cities, making the company's original statement ''still true.'' He wouldn't identify the other hospitals.
As for the machine's commercial availability and sales projections, IDS attorney Rebecca Del Medico said technological problems led to delays. She said the revenue and profit projections now apply to the year ending June 30, 2000.
''At the time it (the release) was put out, the company believed it was true and was going to happen,'' Del Medico said.
Grable's most missionary endeavor, though, occurs in November, when he crates up his machine to show at the Radiological Society of North America convention and trade show in Chicago.
Because potential future customers are there in force, Grable has done the road trip to RSNA every year since 1995. The company buys a space on the trade show floor, displaying its laser mammography prototype and images taken from tested patients.
In 1997, Grable's preparation for that event turned into a scandal.
Diane Strait, who joined IDS as a technical writer and graphic designer in late 1996, said Grable declared breast images taken during clinical testing as unfit for use at RSNA. In a statement given to the FDA, Strait said Grable told her to modify the images with a computer graphics program called PhotoShop. On one image, she darkened two cysts. On another, she brightened an area of cancer and moved it elsewhere on the breast.
''The altered images were posted at the IDSI booth at the RSNA meeting,'' Strait said in her FDA affidavit. ''None were identified with the statement, 'images enhanced.' ''
When she learned that the company planned to send the images to the FDA, Strait said she objected, saying she didn't want to take part in a fraud. The following Monday, she said she was fired.
Grable wouldn't talk about Strait, her allegations or why she was fired.
''She made a statement filled with half-truths, and I'm not going to say what was true or untrue,'' he snapped. ''I will not get down in the dirt with a disgruntled employee who was fired.''
No action taken
The FDA has taken no action. A spokeswoman would not confirm or deny if the agency is investigating the claim.
Strait, now a freelance technical writer, wasn't the only one at IDS who was disgruntled. Investors had complaints, too.
In an interview, O'Leary raised objections over the ownership of the laser mammography technology. In disclosures, the company treats it as its own. But the patent was issued to Grable, who then licensed it to IDS.
In return, Grable received 7 million shares of company stock and royalties of 6 percent to 10 percent of revenue from the machine. At present, the company has no revenue. Its stock, worth 51 cents a share Friday, makes Grable's 7 million shares worth about $3.6 million. Altogether, the Grables own 32.5 million shares.
Laurie Holtz, a forensic accountant in Miami, said the terms of the patent assignment sound stacked in Grable's favor.
''If he's getting shares and royalties for the patent, I don't quite get it. That sounds a little greedy,'' Holtz said.
Considering that IDS has yet to sell a single machine, the Grables also draw lucrative salaries and stock options.
According to company documents filed with the SEC, Richard Grable received $286,000 in salary in 1998 and options to buy 500,000 shares of IDS stock for 31 cents a share, worth $100,000 as of Friday. The year before, Grable earned $673,000 in cash and stock. Linda Grable received $119,000 in 1998 and the same option package as her husband.
Grable said he, his wife and executives are, if anything, underpaid, given the amount of work they do.
''We did a survey of what executives of startup companies are paid and we're below the 50 percent mark,'' he said.
CEOs of at least three startup medical companies in South Florida -- that have actual revenue -- take home less than Richard Grable. Alan Cohen of Andrx in Fort Lauderdale netted $257,000 in 1997. Paul Brown of HEARx in West Palm Beach earned $270,000. Jack Aronowitz of Technical Chemicals & Products in Pompano Beach earned $177,000. And none of the three received stock options in 1997.
Family spends millions
Further, while IDS is losing millions, the Grable family is spending millions on real estate and luxury cars -- nearly $4 million on real estate since October 1996. Public records show they took mortgages on several of the properties.
The Grables paid $732,000 in 1996 for their house in Plantation Acres, then added a $1.3 million unit in the Tony Portofino Tower in Miami -- $1 million of it borrowed -- and a $185,000 oceanfront condo in Fort Lauderdale's pricey Harbor Beach neighborhood off State Road A1A. In the past two years, Linda Grable has bought properties in Arizona and Ohio for sums totaling $483,000. Between them, they drive three Jaguars, two of them 1997 models.
Two Grable relations on the IDS payroll are living comfortably as well.
Trishia Grable, an IDS marketing employee, bought a $400,000 house, also in Harbor Beach, in 1997 and drives a 1995 Jaguar. IDS spokeswoman Deborah O'Brien -- who says she is Linda Grable's niece, not her daughter, as Linda Grable told the FDA in 1990 -- paid $565,000 for a house a block away from Trishia and drives a 1994 Mercedes S320.
Grable made the topic of his and his family's outside investments off-limits. He did say, however, that he has driven Jaguars for 35 years.
The Grables' lifestyles probably wouldn't bother IDS' shareholders and employees as much if the company were meeting its product release timetables and sales projections.
Since its inception, IDS has lost $28 million. It has no venture capital backing, no credibility in the U.S. stock market and no deep-pocketed partners. In the past three years, most of IDS' cash infusions have come from offshore stock offerings that give hefty discounts to foreign buyers of stock.
For instance, last June the company netted $990,000 from the issuance of preferred stock to Austost Anstalt Schaan in Liechtenstein and Balmore Funds in Tortola, British Virgin Islands. The attraction to IDS was the infusion of cash for working capital. The attraction to the investment firms was the ability to convert the preferred stock to IDS common stock at a 75 percent discount to what U.S. shareholders are paying for it.
At about the same time, IDS announced a deal that would allow IDS to draw up to $15 million by selling stock to Austost and Balmore. Nine months later, IDS still hasn't tapped that source of money, saying its stock is too underpriced.
Officers chip in
On Feb. 3, IDS announced yet another method of raising money. It said its officers and directors have agreed to sell a ''portion'' of their personal stock to help the company pay its bills.
O'Leary, the IDS stockholder, calls the latest move a publicity stunt.
''I see no mention of the amounts they are sacrificing,'' he said. ''How does it compare to the excessive compensation they have received from us in the past? It does me no good for someone to take a billion dollars from me and then try to look generous by handing me a $10 bill.''
Richard Grable said raising money conventionally in the United States has not worked out.
''When you try to raise money for a company, everybody goes for the throat,'' he said. ''We've had offers from United States investors asking for 65 percent of the bid (price). Venture capital people sometimes ask for 40 to 60 percent of the company.''
This far along, Grable isn't willing to sell out or give up control. With his machine due to make its hospital debut on Long Island, Grable believes momentum is on his side. No starting date has been set. If it takes place, the test should tell the world -- once and for all -- whether or not the IDS machine is the real deal.
But according to documents filed with the SEC, IDS doesn't expect to reach the marketing phase for its machine for two years -- and that's only if it obtains $8 million to stay afloat during the clinical testing period. If IDS lives up to that schedule, testing will have taken five years. That strikes Marc Watson, managing director of C/max Capital, a Coconut Grove venture capital firm, as a long time.
Once a company has gone through an adequate span of research and development, Watson said, ''The clinical program shouldn't take that long. You have to basically demonstrate that the machine is comparable to some gold standard. If you have your data together, it can be a short process.''
A contrary view comes from Robert Wasserman, a stock analyst at Southeast Research Partners in Boca Raton. He said clinical trials can be quite involved.
''To some extent, it explains why a lot of the larger companies have done well this year, because it's increasingly expensive and difficult to get products approved by the FDA,'' Wasserman said. ''It might have made sense for them (IDS) to do a joint venture with a Philips, Siemens or GE.''
The big question is whether or not IDS deserves the benefit of the doubt. Kaplan, the mammography clinic director who worked as closely with IDS as anyone, remains skeptical.
''I certainly don't discount it as being a possible viable technology,'' he said. ''Technology doesn't develop overnight. Sometimes it takes years and years and years of researching and developing and testing
''But I always had a problem with the impression they wanted to give, that this (laser mammography) was out there, ready to go and ready to replace the mammogram,'' he said. ''That was ludicrous.''
None of these sales in the following press releases ever materialized
To respond to your 7 reasons:
The application is coming? Sorry, that is what Grable said in 1996,1997,1998,1999,2000 2001 2002, 2005,2006,2007,2008,2009,2010 and it never did.
Post the link to current US FDA approved clinical sites, as IMDS states in their SEC filings the FDA will most likely require new IRB boards, approved protocol, approved clinical sites, etc.
All I see posted here is the Waterbury clinical site that was closed 5 years ago.
Call St. Barbabas and ask how that clinical trial site went and why that was closed. Same for University of Miami.
No application is coming IMO HEHE
What is the relevance of this 10 year old article? Milne left IMDS years ago and IMDS has nothing in front of the FDA?
BS? Are you referring to IMDS own SEC filings and broken promises?
You may want to tell your buddies IMDS has nothing in front of the FDA, as they keep falsely stating that in their rehashing every ten minutes Grable's press release about a new classification of DOT. That does not state IMDS has even begun the process. Read their SEC filings. They clearly say they cannot begin the FDA process until they acquire adequate funding. Show us where they have obtained this,not some posts on this board from promoters talking about "conversations".
IMDS stated in their own SEC filings the average time for PMA submission is 284 days. It took IMDS IMDS 10 YEARS for their first FDA submission and then EIGHT more years for the second. Tell us why the THIRD submission would be "COMING SOON" given the company's financial situation and given the fact IMDS has the same management in place that has been responsible for the last 18 years of failure.
Lastly, can you tell us who is in charge of the FDA submission at IMDS and what her qualifications her history of prior FDA submissions? What other companies has she worked for? How many successful FDA submissions has she overseen?
Jeffrey, IMDS needs to sell $500,000 worth of shares each month in order to fund operating expenses. At .007 a share, you do the math on the number of shares necessary. There's your answer for the increase in volume.
The toxic lenders have a .005 strike price, so their margins are dangerously thin here. They are going to dump as much stock as possible as it won't be long until they are on the wrong side of the trade.
It will be interesting to see if IMDS is able to obtain additional financing over and beyond their current sixth equity line given the current price and their other legal and PMA issues. If unsuccessful, it's lights out.
Jeffry, where do you get your information? How are you associated to the company. How do you know what Hansen was concerned about and what his "expensive retirement package was", since that is not public information.
IMDS is in deep trouble.
Directly from today's S-1.
"We are continuing to research and develop CTLM® technologies to advance the state-of-art of this new imaging modality. As of December 2008, 10 clinical sites have participated in the clinical trials and we are concluding the data collection and plan to submit the PMA application in its entirety to the FDA in the second quarter of 2009."
Leeenda, explain how you can still claim to still be in the data collection phase, given your statements and SEC filings in 2008?
"CTLM® Systems have been installed and patients are being scanned under clinical collaboration agreements as follows:
1)Humboldt University of Berlin, Charité Hospital, Berlin, Germany
2)The Comprehensive Cancer Centre, Gliwice, Poland (Two Systems)
3)Catholic University Hospital, Rome, Italy
4)Friendship Hospital, Beijing, Peoples Republic of China
5)Tianjin Medical University’s Cancer Institute and Hospital, Tianjin, China'
Where are the machines for Hungary and Israel which were announced as sales in 2008?
IMDS has two current pending lawsuits filed against them from distributors and vendors. Where is the money to pay for these?
" In April 2008, we were served with a lawsuit filed against us in Venice, Italy, by Gio Marco S.p.A. and Gio IDH S.p.A., related Italian companies which, between them, had purchased three CTLM® systems in 2005. One system was purchased directly from us, and the other two were purchased from our former Italian distributor and an affiliate of the distributor.
In April 2008, we were served with a lawsuit filed against us in Venice, Italy, by Gio Marco S.p.A. and Gio IDH S.p.A., related Italian companies which, between them, had purchased three CTLM® systems in 2005. One system was purchased directly from us, and the other two were purchased from our former Italian distributor and an affiliate of the distributor.
The plaintiffs allege that they purchased the CTLM® systems for experimental purposes based on alleged oral assurances by our sales representative to the effect that we would promptly receive PMA approval for the CTLM® and that we would give them exclusive distribution rights in Italy. The plaintiffs are seeking to recover a total of €628,595, representing the aggregate purchase price of the systems plus related expenses.
Based on our preliminary investigation of this matter, we believe that this claim is completely without merit, and we intend to vigorously defend the case. Our Italian counsel responded to the lawsuit in November 2008 and requested and was granted an extension to May 27, 2009 to respond.
In December 2008, we were served with a lawsuit against us in Cuyahoga County, Ohio, by Plexar Associates, Inc. (“Plexar”), a company that provides software and algorithm development for medical imaging companies. On January 23, 2008, we engaged the services of Plexar to provide work over a three-month period relating to artifact reduction. The initial purchase order was limited to an amount not to exceed $48,700. A second purchase order for a three-month period was signed on July 8, 2008 with a limit not to exceed $61,000. Thus, the total commitment was $109,700. As of the date of this prospectus, we have paid Plexar the sum of $93,910.66 and have not received any useful work product that would help us reduce artifacts in our images. In their complaint, Plexar is seeking the sum of $65,076.25. Our counsel is reviewing this complaint and on January 8, 2009 requested a 30 day extension which was granted. We intend to vigorously dispute this case and are contemplating filing a counter-claim for non-performance. Our counsel filed a response on February 6, 2009. "
If they sell the CTLM's for $300,000 and claim to have TEN clinical sites just in the US alone, how do you get only $311,252 in CTLM's?
And Leenda? Still planning on submitting the PMA in 2008?
"During fiscal 2008, we reclassified the net realizable value of $311,252 of CTLM® systems in Inventory to Clinical equipment as these CTLM® systems continue to be used as clinical systems associated with the data collection for our PMA application with the FDA, which we plan to submit to the FDA in December 2008. "
What happened to those big cost savings Leeenda? Can't give up those salaries and perks?
" We will require substantial additional funds for our product development programs, operating expenses, regulatory processes, and manufacturing and marketing programs, which are presently estimated at an aggregate of approximately $600,000 per month."
NOW HERE ARE THE MOST DAMAGING PARTS
" 'On November 12, 2008, our Registration Statement relating to the Initial Debenture was declared effective and was withdrawn on February 20, 2009. On November 20, 2008, we entered into a Securities Purchase Agreement with two unaffiliated third parties, Whalehaven and Alpha Capital Anstalt (“Alpha”), relating to a private placement (the “New Private Placement”) of $400,000 in principal amount of one-year 8% Senior Secured Convertible Debentures (the “New Debentures”). We are required to file a Registration Statement covering the shares of common stock underlying the New Debentures, including any shares payable as interest, pursuant to the terms of a Registration Rights Agreement dated November 20, 2008, between IDSI and Whalehaven and Alpha promptly following our annual meeting of shareholders, which was held on December 29, 2008. At the meeting the shareholders’ voted to approve an amendment to our articles of incorporation to increase the authorized shares from 450,000,000 to 950,000,000 (the “Share Amendment”). We will use commercially reasonable efforts to cause a Registration Statement to be declared effective as promptly as practicable and no later than 75 days after filing. In the case of a review by the Securities and Exchange Commission the effectiveness date deadline is 120 days. In the absence of timely filing or effectiveness, we would be subject to customary liquidated damages. On December 30, 2008, we filed a Registration Statement relating to the second debenture which was withdrawn on February 20, 2009 ."
NOW REMEMBER, THEY ALREADY RECEIVED AND SPENT THE MONEY!
"The New Private Placement generated gross proceeds of $368,000 after payment of an 8% placement agent fee but before other expenses associated with the transaction."
"We used the $73,778 proceeds from the Warrant exercises for working capital."
BUT IT GETS BETTER. POTENTIAL EXPOSURE? POTENTIAL? BWAHAHAHAHAHA
""There is potential exposure to us in that certain shares of common stock have been issued by us pursuant to conversion of our convertible debentures and exercise of related warrants, which were resold by the debenture holders relying on the effectiveness of the relevant registration statement.
From November 12, 2008 through December 5, 2008, the debenture holders Whalehaven Capital Fund Ltd. (“Whalehaven”) and Alpha Capital Anstalt (“Alpha”) converted $175,000 principal amount of the first $400,000 debenture, sold on August 1, 2008, for which the relevant registration statement became effective on November 12, 2008. On November 20, 2008, in connection with the sale of the second $400,000 debenture, the text of the first debenture was amended to add conforming language implementing the $.013 floor price for conversion of the debentures as agreed to by the parties on October 23, 2008. On December 10, 2008, we entered into an Amendment Agreement with Whalehaven and Alpha (the “Purchasers”) specifically relating to the warrants which accompanied the initial debenture (the “Warrants”). Under this Amendment Agreement, we agreed to reduce the exercise price of the Warrants to $.015 per share in exchange for the Purchasers' agreement to immediately exercise the Warrants as to 7,000,000 shares (5,000,000 covered by the Whalehaven Warrant and 2,000,000 covered by the Alpha Warrant). On December 12, 2008, we filed a prospectus supplement reflecting this repricing of the warrants.
As of December 31, 2008, we entered into a second Amendment Agreement with Whalehaven and Alpha specifically relating to the Warrants. On January 5, 2009, we filed a prospectus supplement. Under the second Amendment Agreement, we agreed to reduce the exercise price of the Warrants to $.005 per share in exchange for the Purchasers' agreement to immediately exercise the Warrants as to 14,755,555 shares (11,200,000 by Whalehaven and 3,555,555 by Alpha). We further agreed to issue new Warrants to purchase at $.005 per share up to a number of shares of Common Stock equal to the number of shares underlying the existing Warrants being exercised by Whalehaven and Alpha under the second amendment agreement. On January 7, 2009, we filed a prospectus supplement reflecting this repricing of the Warrants.
The Securities and Exchange Commission (the “SEC”) has informed us that the repricing of the Warrants and amendment of the initial debentures after the effectiveness of the subject registration statement, together with the sale of shares underlying the debentures and warrants after the effectiveness, may have resulted in the unlawful sale of unregistered securities, based on the SEC’s interpretive guidance which permits the registration for resale of securities issued pursuant to a private placement provided that the terms of the private placement are not changed following effectiveness of the registration statement. Consequently, third parties who purchased the subject shares after November 12, 2008 could sue us and/or Whalehaven or Alpha for rescission. The measure of damages would be the purchase price paid plus interest. We are unable to assess the amount of damages in the event that there is any liability. As of the date of this prospectus, neither we nor Whalehaven nor Alpha has been contacted by any third parties seeking rescission. See Sale of Unregistered Securities -"Debenture Private Placement".
Did they say anyone that bought any of the shares in question can SUE IMDS, Whalehaven, and/or Alpha? The SEC told them they may have UNLAWFULLY SOLD MILLIONS in UNREGISTERED shares? How much has the stock declined since NOV 12 2008?
Remember this Leeenda, Al, and Deb?
"We have adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions."
Oh, they are soooooooooooooooo screwed.
BWAHAHAHAHAHAHAHAHA
What happened to their recently signed "distributor" the OYAMO Group? They just signed them up last October.
I thought the OYAMO Group was a global powerhouse in almost every business line imaginable!
"The Oyamo Group presents complete solutions to it's clientele in meeting their most important goals.
From Nigeria and other African countries to Japan, through Europe and the USA, the Group is engaged in multiple projects.
We believe - "Impossible" only means that the right solution has not yet been found and with hard work and our experience - Everything Is Possible.
Offer Hameiri"
BWAHAHAHAHAHA.
Oh, I forgot. It was merely for promotional purposes and to pump the stock up.
" 10/7/2008
Imaging Diagnostic Systems, Inc., a pioneer in laser optical breast cancer imaging systems, announced today that its distributor The Oyamo group has place an order for the first CT Laser Mammography System (CTLM(R)) for Jerusalem, Israel.
The Oyamo group obtained the import license from the Israel Ministry of Health which permitted the shipment and initiated the purchase order. The CTLM system will be placed in the prestigious hospital Hadassah, located in the heart of Jerusalem. The Hadassah University Medical Center is a tertiary care referral facility, known for pioneering new medical techniques. A premier teaching hospital and research center, the Medical Center is equipped with the most sophisticated diagnostic, treatment and research equipment enabling its world renowned faculty to furnish the most modern medical care in an atmosphere that embraces excellence.
Dr. Miri Sklair, Head of Hadassah's Department of Mammography, will use the CTLM(R) system in addition to Mammography and Ultrasound in detecting breast cancer. Mr. Offer Hameiri, President of the Oyamo Group, quoted that he is "excited that a prestigious Medical Institution such as Hadassah, is going to be the pioneer for CTLM(R) in Israel."
Why does IMDS need to find NEW distributors for the Middle East? Is OYAMO already fired? BWAHAHAHAHAHA
What a bunch of crooks.
Any confirmation to the rumor they are having trouble meeting payroll? They are forced to offer a 75% discount in order to get only enough money to last a week at a time.
The company needs to provide answers!