Caliber Imaging & Diagnostics, Inc. (OTCBB:LCDX) announced its offering memorandum through a general solicitation with H.C. Wainwright & Co., LLC for a private placement of common shares on a best efforts basis for gross proceeds of $6,000,000 on October 25, 2013. The shares will be issued to accredited investors including new and existing investors as well as the entire management team and some board members. The securities will be issued pursuant to exemption provided under Regulation D. The transaction is subject to execution of subscription agreements and other related documents, approval of certain legal matters, and certain other conditions. Michael Vasinkevich and Craig Schwabe of H.C. Wainwright & Co., LLC will act as the placement agents to the company. Pursuant to the transaction, the company issued to the agent or its assignee, warrants to purchase up to 2,125,000 shares of our common stock. The warrants are subject to vesting conditions and are exercisable at a price of $1 per share. In addition, the agent will also receive further compensation for its services, including cash payments equal to 3% of the total dollar amount of the shares issued, fees as mutually agreed by the company and the agent, and reimbursement of actual out-of-pocket expenses. The agent will also receive a tail fee equal to 3% of the total dollar amount of securities of the company sold within one year from the termination of the engagement letter to any investors introduced to the company by the agent.

The transaction was cancelled as of October 25, 2014.