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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/10/23 Imaging Diagnostic Systems Inc/FL 425 7/07/23 2:54K Imaging Diagnostic Systems Inc/FL EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 425 Current Report HTML 21K
2: EX-99.1 Letter of Intent Dated as of July 7, 2023, Between HTML 22K
Imagining Diagnostic Systems Inc. and Bright New
Vision Inc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 2023
IMAGING DIAGNOSTIC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 000-26028
| Florida | 22-2671269 | |
| (State of Incorporation) | (IRS Employer Ident. No.) |
| 618 E South Street, Suite 500, Orlando, Florida | 32801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number: (954) 581-9800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 8.01. Other Events.
On July 7, 2023, Imaging Diagnostic Systems Inc. (“IDSI”) entered into a non-binding letter of intent (the “LOI”) with Bright New Vision Inc., a Delaware corporation (“BNV”). The LOI contemplates a reverse merger transaction pursuant to which, upon closing, the shareholders of BNV would own approximately 82% of IDSI’s issued and outstanding common stock and all of IDSI’s directors and officers would be BNV affiliates.
The LOI contemplates closing of the proposed transaction on or before December 31, 2023; however, given the preliminary non-binding nature of the LOI and numerous business and risk factors, there can be no assurance that the transaction will ever close or, if it does close, as to the date of the closing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Letter of Intent dated as of July 7, 2023, between Imagining Diagnostic Systems Inc. and Bright New Vision Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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 hereunto duly authorized.
Date: July 7, 2023
| IMAGING DIAGNOSTIC SYSTEMS, INC. | ||
| By: | /s/ Lun Li | |
| Lun Li | ||
| Chief Executive Officer | ||
2
| This ‘425’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/23 | ||||
| Filed as of: | 7/10/23 | 8-K | ||
| Filed on: | 7/7/23 | 8-K | ||
| List all Filings | ||||