Restricted Shares:
Ok people, I for one am getting tired of the individuals on here posting false information about 100 plus million shares becoming unrestricted next week. So, what I have done is copied and pasted information from both the IMGG SEC filings and the FDA website that pertains to the IMGG filings under SEC rules.
Take note of the filing date of Oct. 6th. If you read under this rule you will notice these shares do not become available for sale on the open market for one year.
Now the first sale of this total offering of 100 plus million shares took place in Jan 09. Now this should make you come to the conclusion that some shares will become unrestricted this month. Per the rules outlined below, this information is in fact true, but not 100 plus million shares. Per my estimate, roughly 12 million shares will become available for sale on the open market this month. The rest of the private offering won't become available for sale until July and then the bulk Sept-October of this year.
The first private placement in Jan 09 was for an offering of $575,000.00 but only $308,000.00 worth of stock was sold at that time. I might be mistaking but I think this was for .025 pps. (which is about 12 million shares)
Anyone else researching this please chime in. Sometimes I have fuzzy math! <<<<my disclosure!
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SECTION 3. SECURITIES AND TRADING MARKETS ?
? ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. ?
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On October 6, 2009, Imaging3, Inc. (the "Company") completed a series ? of private placements of its common stock pursuant to which the Company sold a ? total of 107,059,027 shares of its common stock at a purchase price of $0.025 ? per share raising total capital of $2,676,475.68. The private placements were ? made pursuant to Rue 506 of Regulation D promulgated under Section 4(2) of the ? Securities Act of 1933, as amended. ?
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Rule 506 of Regulation D
Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is within the Section 4(2) exemption by satisfying the following standards:
The company cannot use general solicitation or advertising to market the securities;
The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;
The company must be available to answer questions by prospective purchasers;
Financial statement requirements are the same as for Rule 505; and
******Purchasers receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them.******
While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.
In February 2008, the SEC adopted amendments to Form D, requiring that electronic filing of Form D be phased in during the period September 15, 2008 to March 16, 2009. Although as amended, the electronic Form D requires much of the same information as the paper Form D, the amended Form D requires disclosure of the date of first sale in the offering. Previously, the closing date of an offering was used as the first date of sale. The Office of Small Business Policy has posted information on its web page about the filing requirement for the new Form D.
