- Current report filing (8-K)
18 Dezember 2012 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 17, 2012
IMAGENETIX, INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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033-24138-D
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87-0463772
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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10845 Rancho Bernardo Road, Suite 105
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San Diego, California
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92127
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(Address of Principal Executive Offices)
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(Zip Code)
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(858) 674-8455
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, If Changed Since Last Report)
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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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 1
— Business and Operations
Item 1.03.
Bankruptcy or Receivership.
Section 2
— Financial Information
Item 2.04.
Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-balance Sheet Arrangement.
SIGNATURE
Table of Contents
Section 1 — Business
and Operations
Item 1.03. Bankruptcy or Receivership
.
On December 17, 2012, Imagenetix,
Inc., a Nevada corporation (“IAGXE”, or the “Company”), filed a voluntary petition in the United States
Bankruptcy Court for the Southern District of California seeking relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (the “Bankruptcy Code”). The filing, case no. 12-16423-MM11, was made by the Company (the “Bankruptcy
Case”).
The Company continues to operate its business
as debtors-in-possession under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the bankruptcy court.
Section 2 — Financial
Information
Item 2.04. Triggering Events
that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement.
The filing
of the Bankruptcy Case created an event of default or otherwise triggered or may trigger repayment obligations under an instrument
and agreement relating to financial obligations of the Company under a Secured Promissory Note entered into with Pacific Rainbow,
Inc.
The Company believes that any efforts to
enforce the payment or other obligations under this instrument is stayed as a result of the filing of the Bankruptcy Case in the
Bankruptcy Court.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Current Report
on Form 8-K constitute forward-looking statements within the meaning of the securities laws. Forward-looking statements
include all statements that do not relate solely to the historical or current facts, and can be identified by the use of forward
looking words such as "may", "believe", “would”, “could”, “should”,
"expect", "project", "anticipate", “estimates", “possible”, "plan",
"strategy", "target", "prospect" or "continue" and other similar terms and phrases. These
forward looking statements are based on the current plans and expectations of our management and are subject to a number of uncertainties
and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial
condition and may cause our actual results, performances or achievements to be materially different from any future results, performances
or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results
to differ materially from our expectations are described in Item 1A. (Risk Factors) of our Annual Report on Form 10-K
for the fiscal year ended March 31, 2011. In making these forward-looking statements, we claim the protection of the
safe-harbor for forward-looking statements contained in the Private Securities Reform Act of 1995. Although we believe
that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations
will prove to have been correct. We do not assume any obligation to update these forward-looking statements to reflect
actual results, changes in assumptions, or changes in other factors affecting such forward-looking statements.
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.
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IMAGENETIX, INC.
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By:
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/s/ WILLIAM P. SPENCER
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William P. Spencer
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Chief Executive Officer and President
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Dated: December 17, 2012
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