NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 22, 2010
DEAR STOCKHOLDER:
Notice is hereby given that the 2010 Annual Meeting of Stockholders ("Annual Meeting") of Imaging3, Inc. ("Imaging3" or the "Company") will be held at 10:00 a.m. Pacific Time, on Thursday, July 22, 2010 at 3200 W. Valhalla Drive, Burbank, California 91505.
At the Annual Meeting, you will be asked to consider and vote upon the following proposals:
1. An amendment to the Company's Articles of Incorporation in order to increase the number of authorized shares of common stock from 500,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share, and to authorize 1,000,000 shares of preferred stock, par value $0.001 per share.
2. An amendment to the Company's Bylaws to increase the size of the Company's Board of Directors from two (2) to a range of five (5) to nine (9), with the exact number of directors to be seven (7).
3. Provided the amendment to the Company's Bylaws is adopted, the election of three members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified. If the amendment to the Company's Bylaws is not adopted, then the election of two members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.
4. Ratification of the appointment M&K CPAS, PLLC as Imaging3, Inc.'s ("Imaging3") independent registered public accounting firm for the fiscal years ending December 31, 2009 and 2010.
5. The transaction of such other business and act upon any other matter which may properly come before the annual meeting or any adjournment or postponement of the meeting.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
The Board of Directors has fixed the close of business on June 15, 2010 as the record date for the determination of stockholders entitled to notice of and to vote at this 2010 Annual Meeting and at any adjournment or postponement thereof.
A copy of the Company's Form 10-K for the fiscal year ended December 31, 2009 is included with this Proxy Statement. A copy of the Annual Report and Proxy Statement can also be found on the Internet at www.imaging3.com.
Sincerely,
/S/ DEAN JANES
Dean Janes
Chairman and Chief Executive Officer
