UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 205449
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 19, 1998
IMAGING DIAGNOSTIC SYSTEMS, INC.
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(Name of Small Business Issuer in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Florida 0-26028 22-2671269
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer
Indet. No.)
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6531 NW 18th Court, Plantation, Florida 33313
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(Address of Principal Executive Offices and Zip code)
Registrant's Telephone number: (954) 581-9800
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 5, 1998, Imaging Diagnostic Systems, Inc. (the "Company") finalized
the private placement to foreign investors of 50 shares of its Series E
Convertible Preferred Stock ("the "Preferred Shares"), at a purchase price of
$10,000 per share and Warrants to purchase up to 25,000 shares of the Company's
common stock. The offering was conducted pursuant to Regulation S as promulgated
under the Securities Act of 1933, as amended (the ("Regulation S Sale");
The Preferred Shares are convertible, at any time, commencing 45 days from the
date of issuance and for a period of three years thereafter, in whole or in
part, without the payment of any additional consideration. The number of fully
paid and nonassessable shares of common stock, no par value, of the Company to
be issued upon conversion will be determined by dividing (i) the sum of $10,000
by (ii) the Conversion Price (determined as hereinafter provided) in effect at
the time of conversion. The "Conversion Price" is equal to seventy five percent
(75%) of the Average Closing Price of the Corporation's Common Stock for the
five-day trading period ending on the day prior to the date of conversion.
The shares underlying the Preferred Shares and Warrants are entitle to demand
registration rights under certain conditions.
In connection with the Regulation S Sale, the Company issued 4 Preferred Shares
to an unaffiliated Investment Banker for placement fees and paid its legal fees
of $5,000.
Net proceeds to the Company of $495,000 will be used for working capital and the
continious research, development and testing of the Company's Computed
Tomography Laser Mammography (CTLM (TM)) device.
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: February 19 1998 Imaging Diagnostic Systems, Inc.
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(Registrant)
/s/Allan L. Schwartz
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Executive Vice President
Chief Financial Officer
