UNITED STATES
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: April 17, 1997
IMAGING DIAGNOSTIC SYSTEMS, INC.
----------------------------------------------
(Name of Small Business Issuer in its charter)
FLORIDA 0-2028 22-2671269
--------------------------------- ----------------------- -------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation or organization) Indet. No.)
6531 NW 18TH COURT, PLANTATION, FLORIDA 33313
-----------------------------------------------------
(Address of Principal Executive Offices and Zip code)
Registrant's Telephone number: (954) 581-9800
<PAGE>
Item 5. OTHER EVENTS.
On March 6, 1997, Imaging Diagnostic Systems, Inc. (the "Company") finalized the
private placement of 250 share of its Series C Convertible Preferred Stock
("Series C Preferred") for $2,500,000 pursuant to Regulation D and Section 4(2)
of the Securities Act of 1933, as amended. In accordance with the terms and
conditions of the private placement transaction the Company amended its then
pending S-1 registration statement, file number 333-21243, to register the
underlying common shares of the Series C Preferred.
On April 15, 1997, the Company issued the following press release:
Imaging Diagnostic Systems, Inc. (OTC Bulletin Board: IMDG) announced
today that due to the unusual trading activity of the company's common
stock, the company will withhold the conversion rights of the Series B
and C convertible preferred shares until the company can ascertain
whether such activity is related to the recent filing of an amended S-1
registration statement.
On April 17, 1997, the Company and the Series C Holder mutually agreed to
rescind the private placement transaction. The Company will return the proceeds
to the Series C Holders and the Series C Preferred will be returned to the
Company.
The return of the proceeds will not impair the Company's ability to continue
with the development and clinical trials of its Computed Tomography Laser
Mammography("CTLM(TM)") device.
Note: Forwarding-looking statements in this release are made pursuant to the
safe harbor provisions of the Private Securites Litigation Reform Act of 1995.
These forward-looking statements are subject to certain risks and uncertainties,
including without limitation, the Company's ability to successfully complete and
file a PMA application; the status of competing products; and, other risks and
uncertainties detailed in the Company's Form 10-KSB filed August 20, 1996 with
the Securities and Exchange Commission.
SIGNATURES
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 duly authorized.
Date: April 17, 1997 IMAGING DIAGNOSTIC SYSTEMS, INC.
(Registrant)
/s/ ALLAN L. SCHWARTZ
-------------------------
Executive Vice President
Chief Financial Officer
