


<PAGE>

                       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 24, 1997

                             AFP Imaging Corporation
             (Exact Name of Registrant as Specified in its Charter)

New York                          0-10832          13-2956272
(State or other jurisdiction      (Commission      (I.R.S. Employer
of incorporation or               File Number)     Identification No.)
organization)

250 Clearbrook Road, Elmsford, New York             10523
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:   (914) 592-6100

          (Former Name or Former Address, if Changed Since Last Report)


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Item 2.           Acquisition or Disposition of Assets.

                  On December 24, 1997, Dent-X International, Inc. ("Dent-X"), a
                  New York Corporation and wholly owned subsidiary of AFP
                  Imaging Corporation (the "Registrant"), purchased from ProDen
                  SYSTEMS, INC., a Washington corporation (the "Seller"), all of
                  the assets, properties and rights (the "Assets") of Seller's
                  business, which is the developing, manufacturing and
                  distribution of dental imaging equipment and the software used
                  in connection therewith (the "Business").

                  The Registrant intends to continue to use the Assets in the
                  Business.

                  The purchase price consisted of cash, notes payable and
                  assumed liabilities totaling $3,950,083. The Registrant
                  used internally generated equity funds, and did not incur
                  additional bank debt.


Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

                  (c)      Exhibits.

                  2.1      Asset Purchase Agreement dated December 24, 1997
                           among Dent-X, the Registrant, ProDen SYSTEMS, INC.
                           and Cade Adams, sole shareholder of Seller (the
                           "Asset Purchase Agreement").

                  2.2      Schedules and Exhibits have been omitted from the
                           Asset Purchase Agreement but will be furnished
                           supplementally by the Registrant to the Commission
                           upon request.

                  99.1     Non-Negotiable $500,000 Promissory Note of the
                           Registrant dated December 24, 1997.

                  99.2     Non-Negotiable Subordinated $2,500,000 Promissory
                           Note of the Registrant dated December 24, 1997.


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                                   SIGNATURES

                  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 thereunto duly authorized.

                                                AFP Imaging Corporation

Dated: January 8, 1998                          By:/s/ David Vozick
                                                   ----------------
                                                      David Vozick
                                                      Chairman of the Board


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Exhibit Index

Exhibit No.                            Description

      2.1       Asset Purchase Agreement dated December 24, 1997 among Dent-
                X International, Inc., AFP Imaging Corporation, ProDen
                SYSTEMS, INC.  and Cade Adams (the "Asset Purchase
                Agreement").

      2.2       Schedules and Exhibits have been omitted from the Asset Purchase
                Agreement but will be furnished supplementally by the Registrant
                to the Commission upon request.


     99.1       Non-Negotiable $500,000 Promissory Note of the Registrant dated
                December 24, 1997.

     99.2       Non-Negotiable Subordinated $2,500,000
                Promissory Note of the Registrant dated
                December 24, 1997.

