SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
December 10, 2012
DIAGNOSTIC IMAGING INTERNATIONAL CORP.
(Exact name of registrant as specified in charter)
(State or other Jurisdiction of Incorporation or Organization)
848 N. Rainbow Blvd. #2494
Las Vegas, Nevada 89107
(Commission File Number)
(Address of Principal Executive Offices and zip code)
(IRS Employer Identification No.)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 10, 2012, Diagnostic Imaging International Corp. (the Company) acquired all of the outstanding shares of capital stock (the Shares) from the stockholders (the Sellers) of Schuylkill Open MRI, Inc. (SOMRI), a MRI facility located in the greater Philadelphia region, pursuant to the terms of the previously announced Share Purchase Agreement between the Company and the Sellers (the Share Purchase Agreement). Pursuant to the terms of the Share Purchase Agreement, the Company paid an aggregate purchase price of $1,825,000 for the Shares, plus a possible earn-out payment of up to $200,000 if certain post-closing revenue targets are met.
In connection with the Share Purchase Agreement, SOMRI entered into a lease agreement with one of the Sellers with respect to the lease of two MRI machines. Under the terms of the lease, SOMRI is to make monthly payments of $11,012.63, plus applicable sales tax, over a period of 48 months. In addition, SOMRI has agreed to make a one-time lease payment of $125,000 on or before March 30, 2013. The Company has guaranteed all of SOMRIs obligations under the lease. At the end of the lease, SOMRI will have the option to purchase the MRI machines for a total purchase price of $1.00.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Since it is impracticable to provide the required financial statements for the acquired business described in Item 1.01 at the time of this filing, the Company hereby confirms that the required financial statements will be filed on or before February 23, 2013, which date is within the period allowed to file such an amendment.
(b) Pro Forma Financial Information
See (a) above.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Diagnostic Imaging International Corp.
Dated: December 12, 2012
/s/ Mitch Geisler
Name: Mitch Geisler