$IGNG - Imaging3, Inc. and Grapefruit Boulevard Investments, Inc. Enter into Definitive Agreement for Reverse Acquisition of Imaging3, Inc. by Grapefruit Boulevard Investments, Inc.
Press Release | 04/29/2019
Burbank, CA, April 29, 2019 (GLOBE NEWSWIRE) -- Imaging3, Inc. (OTCQB:IGNG), (“IGNG”) or the “Company”), a development stage company focused on the introduction of disruptive technologies in the medical imaging industry, is further updating its prior announcement regarding the execution of a non-binding letter of intent (“LOI”) to be acquired in a reverse acquisition (the “Acquisition”) by Grapefruit Boulevard Investments, Inc. (‘GBI”) a privately held Los Angeles based cannabis company and simultaneously vend its imaging business into a privately held corporation which will be partially owned by post - Acquisition IGNG .
On Sunday, April 28, Imaging3 and GBI executed a definitive Share Exchange Agreement and Plan of Reorganization (the “Agreement”), at the closing of which GBI will become a wholly-owned subsidiary of IGNG and GBI’s shareholders and other persons will own approximately 81% of the post-Acquisition common shares of IGNG. The IGNG common shares representing the 81% IGNG stake will be restricted securities issued to the current GBI shareholders on a pro rata basis to their GBI ownership in exchange for their GBI shares which will thereafter be owned by IGNG. At the conclusion of the Acquisition the Company will have approximately 387,969,000 common shares issued and outstanding, subject to adjustment, of which GBI management will own approximately 230,223,000 shares or approximately 60% of the then outstanding common shares of the Company. In addition, at the closing, a newly formed corporation (“New I3”) will assume all of the current assets and most of the liabilities of IGNG. IGNG will thereafter own a yet-to-be determined percentage of the shares of New I3. Furthermore, closing of the Acquisition will be dependent upon IGNG reaching final terms with an Investor or Investors for an investment of $12,000,000.00 of debt and equity in IGNG.
The closing of the transaction will occur on or before the business day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the acquisition which both IGNG and GBI management expect to be on or before May 20, 2019 (the “Closing”). Within 75 days of the Closing the Company shall file a Form 8-K with the SEC which will include, along with all other required disclosures, audited pro forma consolidated financial statements of IGNG and GBI from GBI’s inception through the period ended April 30, 2019. IGNG and GBI have met on multiple occasions with IGNG’s auditor to discuss and plan for the production of these audited pro forma financial statements.
From the filing of the initial IGNG/GBI press release March 18, 2019, GBI management has been proceeding with the GBI business and as previously announced the GBI extraction laboratory has, since the beginning of April, been in continuous operation producing high quality cannabis distillate for sale into the California market.
John Hollister, IGNG CEO stated, “with the advantageous settlement of the Alpha/Brio/IGNG dispute behind us, the Yourists and I have been able to concentrate on negotiating and agreeing upon the detailed terms of the Acquisition which is now done. Now, we will cooperatively proceed to finalize the terms of our financing, close the Acquisition, GBI management will proceed with executing GBI’s business plan and New I3 will proceed with financing and further developing the Dominion project”.
Bradley Yourist, GBI CEO added. “We are gratified to have successfully met yet another challenge on our way to becoming the preeminent fully integrated cannabis product company in California and beyond. We will now focus our efforts to, as quickly as possible, finalize our financing terms and close the Acquisition”
Potential investors in IGNG’s common shares are cautioned that there can be no assurances that the reverse acquisition of IGNG by GBI will ever be closed and that even if it is, there can be no assurance that the Company will thereafter be able to obtain the financing necessary to achieve its articulated goals and further that even if such financing is obtained that it will be sufficient for the Company to achieve its ultimate goals or to even remain in business.
About Imaging3, Inc.
Imaging3, Inc., founded in 1993, has developed a patented medical imaging technology, called the Dominion SmartScan™, that produces 3D X-ray images, effectively in real time. The SmartScan technology has the potential to allow healthcare professionals to perform diagnostic and therapeutic procedures more quickly and accurately, which may result in higher throughput for the clinicians and fewer safety risks for patients. Imaging3’s technology exposes patients to less harmful radiation than current equivalent imaging technologies such as CT scans. The company believes this will allow scans to be used in many settings where scanning is currently limited by concerns about radiation exposure. The technology also notably allows for reasonably convenient portability, easier installation and use-readiness, and a significantly reduced cost burden suitable for novel settings and for healthcare systems across varied global settings. Imaging3 plans to submit a 510(k) application to FDA during 2019 and or 2020 to gain marketing authorization for initial applications for the SmartScan technology. Visit the company’s website at http://www.imaging3.com for detailed information about the company’s technology. Grapefruit Boulevard Investments, Inc. is a cannabis product company which holds California licenses to manufacture and distribute cannabis products. To obtain further information on GBI’s California cannabis licenses and its business plan and operations, please visit GBI’s website at https://grapefruitblvd.com/
About GBI
GBI is based in Westwood, Los Angeles, California. GBI holds California licenses to both manufacture and distribute cannabis products and is fully compliant with all applicable laws and regulations to operate such business. GBI has its extraction facility located in the Coachillin Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 10 miles north of the center of Palm Springs. GBI obtained its California licenses in January of 2018 and commenced distribution of cannabis products in June of 2018. GBI’s goal is to become a seed to sale vertically integrated fully compliant cannabis and CBD product Company.
Safe Harbor Statement
Imaging3 cautions you that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. 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 inherent in the Imaging3’s business, including, without limitation: the company may not ever obtain FDA approval for any of its devices; the company may not be able to secure the funds necessary to support its product development plans; and the company may not ever achieve the market success to sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger imaging companies, technological obsolescence, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Imaging3 and the risk factors that may affect the realization of forward-looking statements is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Imaging3 undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Investor Relations Contact:
John Hollister
Chief Executive Officer
info@imaging3.com
4919 Noeline Ave., CA 91436
(805) 908-5719
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Press Release | 04/29/2019
Burbank, CA, April 29, 2019 (GLOBE NEWSWIRE) -- Imaging3, Inc. (OTCQB:IGNG), (“IGNG”) or the “Company”), a development stage company focused on the introduction of disruptive technologies in the medical imaging industry, is further updating its prior announcement regarding the execution of a non-binding letter of intent (“LOI”) to be acquired in a reverse acquisition (the “Acquisition”) by Grapefruit Boulevard Investments, Inc. (‘GBI”) a privately held Los Angeles based cannabis company and simultaneously vend its imaging business into a privately held corporation which will be partially owned by post - Acquisition IGNG .
On Sunday, April 28, Imaging3 and GBI executed a definitive Share Exchange Agreement and Plan of Reorganization (the “Agreement”), at the closing of which GBI will become a wholly-owned subsidiary of IGNG and GBI’s shareholders and other persons will own approximately 81% of the post-Acquisition common shares of IGNG. The IGNG common shares representing the 81% IGNG stake will be restricted securities issued to the current GBI shareholders on a pro rata basis to their GBI ownership in exchange for their GBI shares which will thereafter be owned by IGNG. At the conclusion of the Acquisition the Company will have approximately 387,969,000 common shares issued and outstanding, subject to adjustment, of which GBI management will own approximately 230,223,000 shares or approximately 60% of the then outstanding common shares of the Company. In addition, at the closing, a newly formed corporation (“New I3”) will assume all of the current assets and most of the liabilities of IGNG. IGNG will thereafter own a yet-to-be determined percentage of the shares of New I3. Furthermore, closing of the Acquisition will be dependent upon IGNG reaching final terms with an Investor or Investors for an investment of $12,000,000.00 of debt and equity in IGNG.
The closing of the transaction will occur on or before the business day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the acquisition which both IGNG and GBI management expect to be on or before May 20, 2019 (the “Closing”). Within 75 days of the Closing the Company shall file a Form 8-K with the SEC which will include, along with all other required disclosures, audited pro forma consolidated financial statements of IGNG and GBI from GBI’s inception through the period ended April 30, 2019. IGNG and GBI have met on multiple occasions with IGNG’s auditor to discuss and plan for the production of these audited pro forma financial statements.
From the filing of the initial IGNG/GBI press release March 18, 2019, GBI management has been proceeding with the GBI business and as previously announced the GBI extraction laboratory has, since the beginning of April, been in continuous operation producing high quality cannabis distillate for sale into the California market.
John Hollister, IGNG CEO stated, “with the advantageous settlement of the Alpha/Brio/IGNG dispute behind us, the Yourists and I have been able to concentrate on negotiating and agreeing upon the detailed terms of the Acquisition which is now done. Now, we will cooperatively proceed to finalize the terms of our financing, close the Acquisition, GBI management will proceed with executing GBI’s business plan and New I3 will proceed with financing and further developing the Dominion project”.
Bradley Yourist, GBI CEO added. “We are gratified to have successfully met yet another challenge on our way to becoming the preeminent fully integrated cannabis product company in California and beyond. We will now focus our efforts to, as quickly as possible, finalize our financing terms and close the Acquisition”
Potential investors in IGNG’s common shares are cautioned that there can be no assurances that the reverse acquisition of IGNG by GBI will ever be closed and that even if it is, there can be no assurance that the Company will thereafter be able to obtain the financing necessary to achieve its articulated goals and further that even if such financing is obtained that it will be sufficient for the Company to achieve its ultimate goals or to even remain in business.
About Imaging3, Inc.
Imaging3, Inc., founded in 1993, has developed a patented medical imaging technology, called the Dominion SmartScan™, that produces 3D X-ray images, effectively in real time. The SmartScan technology has the potential to allow healthcare professionals to perform diagnostic and therapeutic procedures more quickly and accurately, which may result in higher throughput for the clinicians and fewer safety risks for patients. Imaging3’s technology exposes patients to less harmful radiation than current equivalent imaging technologies such as CT scans. The company believes this will allow scans to be used in many settings where scanning is currently limited by concerns about radiation exposure. The technology also notably allows for reasonably convenient portability, easier installation and use-readiness, and a significantly reduced cost burden suitable for novel settings and for healthcare systems across varied global settings. Imaging3 plans to submit a 510(k) application to FDA during 2019 and or 2020 to gain marketing authorization for initial applications for the SmartScan technology. Visit the company’s website at http://www.imaging3.com for detailed information about the company’s technology. Grapefruit Boulevard Investments, Inc. is a cannabis product company which holds California licenses to manufacture and distribute cannabis products. To obtain further information on GBI’s California cannabis licenses and its business plan and operations, please visit GBI’s website at https://grapefruitblvd.com/
About GBI
GBI is based in Westwood, Los Angeles, California. GBI holds California licenses to both manufacture and distribute cannabis products and is fully compliant with all applicable laws and regulations to operate such business. GBI has its extraction facility located in the Coachillin Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 10 miles north of the center of Palm Springs. GBI obtained its California licenses in January of 2018 and commenced distribution of cannabis products in June of 2018. GBI’s goal is to become a seed to sale vertically integrated fully compliant cannabis and CBD product Company.
Safe Harbor Statement
Imaging3 cautions you that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words "anticipate," "believe," "estimate," "may" "intend," "expect" and similar expressions. 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 inherent in the Imaging3’s business, including, without limitation: the company may not ever obtain FDA approval for any of its devices; the company may not be able to secure the funds necessary to support its product development plans; and the company may not ever achieve the market success to sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger imaging companies, technological obsolescence, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Imaging3 and the risk factors that may affect the realization of forward-looking statements is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K and its Quarterly Report on Form 10-Q. Such documents may be read free of charge on the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Imaging3 undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Investor Relations Contact:
John Hollister
Chief Executive Officer
info@imaging3.com
4919 Noeline Ave., CA 91436
(805) 908-5719
Logo.jpg
Back to News Headlines
Other Financial Information
Recent News & Disclosure Filings
Recent SEC Filings
OTCQB Member Since 09/2016
OTCQB
OTCQB Venture
Verified Profile 01/2019
Shell Risk
