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Imaging3, Inc. and Grapefruit Boulevard Investments, Inc. Enter into Definitive Agreement for Reverse Acquisition of Imaging3, Inc. by Grapefruit Boulevard Investments, Inc.
Imaging3, Inc. and Grapefruit Boulevard Investments, Inc. Enter into Definitive Agreement for Reverse Acquisition of Imaging3, Inc. by Grapefruit Boulevard Investments, Inc..
About this update from Grapefruit Usa Inc.
[{"type":"text","content":"\nBurbank, 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 .\n 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,...