To: kenita who wrote (3141 ) 4/14/1999 10:23:00 AM From: Labrador Read Replies (2) | Respond to of 4122
And here's what you didn't see before -- S-2 filed yesterday to permit the selling of 36 million sales of IMDS shares by holders. why aren't these "shareholders" retaining the shares -- don't they know the IMDS potential, or are they only in IMDS for the "guarantee profit" at the expense of public shareholders? This prospectus ("Prospectus") relates to an aggregate of 36,832,244 shares (the "Shares") of common stock, no par value (the "Common Stock"), of Imaging Diagnostic Systems, Inc., a Florida corporation (the "Company"). Of the 36,832,244 shares of common stock, no par value (the "Common Stock") offered hereby, all are being sold by the Selling Security Holders. See "Selling Security Holders". The Company will not receive any of the proceeds from the sale of Common Stock by the Selling Security Holders. The Common Stock is traded on the OTC Bulletin Board under the symbol "IMDS". On April 7, 1999, the closing bid and asked price of the Common Stock as reported on the OTC Bulletin Board was $.375 and $.3906 respectively. The Shares are held or will be acquired by certain persons ("Selling Security Holders") named in this Prospectus. The Shares covered hereby include (i) 14,298,605 shares of Common Stock underlying the Series B Preferred; (ii) 1,320,132 shares of Common Stock underlying the Series G Preferred; (iii) 3,578,253 shares of Common Stock Underlying the Series H Preferred Stock; (iv) 4,794,164 shares of Common Stock underlying the Series I Preferred Stock; (v) 9,553,587 shares of Common Stock underlying the Convertible Debentures; (vi);1,971,375 Shares of Common Stock that were issued upon conversion of previously-issued shares of Series F Convertible Preferred Stock (the "Series F Preferred") and (vii) 925,436 shares of common stock that were issued pursuant to private placements (iv) 190,625 Shares of Common Stock which may be issued in connection with the exercise of the Warrants. The number of Common Stock underlying the Preferred Shares and Convertible Debenture were calculated as if the Preferred Shares and Debenture were converted on the day before the filing of the Registration Statement of which this Prospectus is a part (the "Registration Statement")See "Risk Factors" and "Selling Security Holders". The Common Stock, Preferred Shares, Debentures and Warrants, including the underlying common stock were acquired or will be acquired by the Selling Security Holders in various transactions, all of which were or will be exempt from the registration provisions of the Securities Act of 1933, as amended (the "1933 Act"), including sales by the Company in private placements and Regulation S transactions, the exercise of warrants by certain of the Selling Security Holders and the conversion of convertible Preferred Stock held by certain of the Selling Security Holders. The Selling Security Holders may, from time to time, sell the Shares on the OTC Bulletin Board, or on any other national securities exchange or automated quotation system on which the Common Stock may be listed or traded, in negotiated transactions or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices. The Shares may be sold directly or through brokers, or dealers. See "Plan of Distribution." The Company will receive no part of the proceeds of any sales made by the Selling Security Holders hereunder. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by the Selling Security Holders will be borne by the Selling Security Holders. See "Selling Security Holders."