U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
--------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 24, 2014
--------------------
Commission File No. 000-50099
--------------------
IMAGING3, INC.
----------------------------------------------------------------------
(Name of small business issuer as specified in its charter)
CALIFORNIA 95-4451059
----------------------------- -----------------------------------
State of Incorporation IRS Employer Identification No.
3200 VALHALLA DRIVE, BURBANK, CALIFORNIA 91505
----------------------------------------------------------------------
(Address of principal executive offices)
(818) 260-0930
----------------------------------------------------------------------
(Issuer's telephone number)
================================================================================
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (SEE General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On September 24, 2014, Imaging3, Inc. ("Imaging3") announce that the
Imaging3 Board of Directors appointed Richard J. Klug and William T.C. Lu to the
Imaging3 Board of Directors, effective immediately. Mr. Klug serves as Senior
Region Manager for Sharp Electronics Corp., Mahwah, NJ, responsible for
technical and organizational support of all Sharp products in a six-state
Pacific NW Region. He has been with Sharp Electronics Corp. since 1997. Mr. Lu
serves as Chief Executive Officer of Saigon National Bank in Westminster,
California, responsible for overseeing the operations of the bank, start-up
organizational activities, and serving as the bank's regulatory liaison. He has
held this position since 2009.
This election of two additional board members is pursuant to a resolution passed
by Imaging3 on September 12, 2012, and Imaging3's First Amended Chapter 11 Plan
of Reorganization dated March 5, 2013, as modified and confirmed by the United
States Bankruptcy Court on July 9, 2013.
Messrs. Klug and Lu will receive the same compensation as other non-employee
Imaging3 directors, and will receive 100,000 stock options during their first
year of service.
There is no arrangement or understanding between Messrs. Klug and Lu and any
other persons pursuant to which they were selected as directors. Messrs. Klug
and Lu have no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K. Messrs. Klug and Lu
and Imaging3 have entered into the standard Imaging3 director indemnification
agreement, whereby Imaging3 agrees to indemnify, defend and hold its directors
harmless from and against losses and expenses incurred as a result of their
board service, subject to the terms and conditions provided in the agreement.
-1-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 24, 2014
IMAGING3, INC.
By: /s/ Dane Medley
----------------------------------------
Dane Medley
Chief Executive Officer
-2
