Filing Details

Accession Number:
0001213900-16-014680
Form Type:
13G Filing
Publication Date:
2016-07-01 21:34:17
Filed By:
Gemini Master Fund Ltd
Company:
Grapefruit Usa Inc
Filing Date:
2016-07-05
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Gemini Master Fund, Ltd 0 19,729,316 0 19,729,316 19,729,316 9.9%
Gemini Strategies 0 19,729,316 0 19,729,316 19,729,316 9.9%
Steven Winters 0 19,729,316 0 19,729,316 19,729,316 9.9%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

 

(AMENDMENT NO. ___)*
 

Imaging3, Inc.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

45248F103

(CUSIP Number)

 

July 1, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1 (b)

Rule 13d-1 (c)

Rule 13d-1 (d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

  

Page 1 of 7 Pages

 

 

 

 

 

CUSIP No. 45248F103 13G Page 2 of 7 Pages

  

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Gemini Master Fund, Ltd.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐

                                           (b) ☒

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

19,729,316

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

19,729,316

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,729,316

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

 

12

TYPE OF REPORTING PERSON*

 

CO

       

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

  

CUSIP No. 45248F103 13G Page 3 of 7 Pages

  

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Gemini Strategies LLC, Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐

                                           (b) ☒

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

19,729,316

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

19,729,316

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,729,316

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

 

12

TYPE OF REPORTING PERSON*

 

CO

       

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

CUSIP No. 45248F103 13G Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Steven Winters

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) ☐

                                           (b) ☒

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

19,729,316

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

19,729,316

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,729,316

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

 

12

TYPE OF REPORTING PERSON*

 

IN

       

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

  

CUSIP No. 45248F103 13G Page 5 of 7 Pages

 

Item 1(a). Name of Issuer:

 

Imaging3, Inc.

 

Item 1(b). Address of Issuer's Principal Executive Offices:

 

3200 West Valhalla Drive, Burbank, California 91505

 

Item 2(a). Name of Persons Filing:

 

Gemini Master Fund, Ltd,

Gemini Strategies LLC, Inc.

Steven Winters

 

All of the securities covered by this report are owned directly by Gemini Master Fund, Ltd. Gemini Strategies LLC, Inc. is the investment manager of Gemini Master Fund, Ltd., and Steven Winters is the president of Gemini Strategies LLC, Inc. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that either Gemini Strategies LLC, Inc. or Steven Winters is the beneficial owner of any of the securities covered by this statement, and each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of such securities.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

Address for all filers: c/o Gemini Strategies LLC, Inc., 619 South Vulcan Ave., Suite 203, Encinitas, CA 92024

 

Item 2(c). Citizenship:

 

Gemini Master Fund, Ltd. was organized under the laws of the Cayman Islands. 

Gemini Strategies LLC, Inc. was formed under the laws of the State of Nevada.

Steven Winters is a United States citizen.

 

Item 2(d). Title of Class of Securities:

 

Common Stock, no par value

 

Item 2(e). CUSIP Number:

 

45248F103

 

Item 3. If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4. Ownership:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount Beneficially Owned:  19,729,316* shares of Common Stock as of July 1, 2016

 

  (b) Percent of Class:  9.9%*

 

The Reporting Persons’ beneficial ownership of 19,729,316* shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon 192,572,393 shares of Common Stock outstanding, as reported by the Issuer in its most recent Form 10-Q.

 

 

 

CUSIP No. 45248F103 13G Page 6 of 7 Pages

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote:  0

 

  (ii) shared power to vote or to direct the vote:   19,729,316*

 

  (iii) sole power to dispose or to direct the disposition of:  0

 

  (iv)

shared power to dispose or to direct the disposition of: 19,729,316*

 

*Gemini Master Fund, Ltd. (“Gemini”) owns shares of Common Stock (“Shares”), a Convertible Note (“Note”) which is convertible into shares of Common Stock pursuant to the terms of the Note, and a Warrant to purchase shares of Common Stock (“Warrant”). The conversion of the Note and exercise of the Warrant are limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible and warrant is exercisable is limited pursuant to the Ownership Limitation, the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation.

 

In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies LLC, Inc., in its capacity as investment manager for Gemini, is the beneficial owner of the Shares, the Note or the Warrant or that Steven Winters, in his capacity as president or principal of Gemini Strategies LLC, Inc., is the beneficial owner of the Shares, the Note or the Warrant. Each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares, the Note and the Warrant.

 

Item 5. Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control Person:

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9. Notice of Dissolution of Group:

 

Not Applicable

  

Item 10. Certification:

 

By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 45248F103 13G Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

  July 1, 2016
     
  GEMINI MASTER FUND, LTD.
     
  By: GEMINI STRATEGIES LLC, INC., as investment manager

 

  By: /s/ Steven Winters
  Name: Steven Winters
  Title: President

 

  GEMINI STRATEGIES LLC, INC.
     
  By: /s/ Steven Winters
  Name: Steven Winters
  Title: President

 

  /s/ Steven Winters
  Steven Winters

 

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (see 18 U.S.C. 1001).