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News for 'IMGG' - (Imaging3 Executes Securities Purchase Agreement for Sale of Common Stock and Warrants for $1 Million)


BURBANK, CA, Oct 05, 2010 (MARKETWIRE via COMTEX) -- Imaging3(TM), Inc. (OTCBB:
IMGG), developer of a breakthrough medical imaging device that produces 3D
medical diagnostic images of virtually any part of the human body in real-time,
announced today that the company entered into a Securities Purchase Agreement
with two institutional investors for the sale of common stock and warrants for
$1 million.

The terms of the securities purchase agreement include the sale of 4,587,157
shares of common stock at 20% discount to Friday's closing price ($0.218). The
warrants include: (i) Series A Warrants, which are immediately exercisable for a
period of 5 years into 4,587,157 shares at $0.2725 per share; (ii) Series B
Warrants, which are immediately exercisable for a period of up to 18 months into
4,587,157 shares at $0.218 per share and (iii) Series C Warrants, which are
immediately exercisable for a period of 5 years into 4,587,157 shares at $0.2725
per share but only to the extent that the Series B Warrants are exercised and
only in the same percentage that the Series B Warrants are exercised. All of
such warrants contain customary adjustments for corporate events such as
reorganizations, splits, dividends, and the exercise prices of all such warrants
are subject to full-ratchet anti-dilution adjustments in the event of additional
issuances of common stock below the exercise price then in effect.

"This transaction will provide Imaging3 with sufficient working capital for the
next year," stated the company's Chairman/CEO Dean Janes.

The completion of the offering is subject to the satisfaction of customary
closing conditions and is expected to close on or before October 14, 2010. The
net proceeds from this offering will be used solely for working capital
purposes. In the securities purchase agreement, the company agreed not to use
the proceeds to satisfy any debt, to redeem any of the company's outstanding
securities or with respect to any litigation involving the company.

The company will also provide customary resale registration rights in connection
with the offering.

Wharton Capital Partners, Ltd., a New York based investment banking firm, acted
as the placement agent for the company in this offering.

The shares of common stock and warrants being sold in the placement have not
been registered under the Securities Act and may not be offered or sold without
registration with the Securities and Exchange Commission, or under an applicable
exemption.

About Imaging3

Imaging3, Inc., founded in 1993, is a leading provider of advanced technology
medical imaging devices. The Company has developed a breakthrough medical
imaging device that produces 3D medical diagnostic images of virtually any part
of the human body in real-time. Because these 3D images are instantly
constructed in real-time, they can be used for any current or new medical
procedures in which multiple frames of reference are required to perform medical
procedures on or in the human body. Visit the company's website at
http://www.imaging3.com for more information.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. When
used in this press release, the words "anticipate," "believe," "estimate,"
"may," "intend," "expect" and similar expressions identify such forward-looking
statements. Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements
contained herein. These forward-looking statements are based largely on the
expectations of the Company and are subject to a number of risks and
uncertainties. These include, but are not limited to, risks and uncertainties
associated with: the impact of economic, competitive and other factors affecting
the Company and its operations, markets, product, and distributor performance,
technological obsolescence, competition from other medical instrument(s) and
imaging companies, lack of capital, unexpected costs, failure or delay of FDA
approval, absence of revenue, the impact on the national and local economies
resulting from an economic recession or terrorist actions, and U.S. actions
subsequently; unavailability of financing for the Company or its customers,
product malfunction and potential product liability claims, and other factors
detailed in reports filed by the Company.





Contact:

Imaging3, Inc.

Investor Relations

800-900-9729





SOURCE: Imaging3, Inc.





Copyright 2010 Marketwire, Inc., All rights reserved.

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SUBJECT CODE: Financial Services:Investment Services and Trading

Medical and Healthcare:Facilities and Providers

Pharmaceuticals and Biotech:Equipment and Supplies

Medical and Healthcare:Medical Devices

Medical and Healthcare:Healthcare