Isonics Corp - Current report filing (8-K)
16 June 2008 - 9:56PM
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:
June 11, 2008
ISONICS CORPORATION
(Name of the registrant as specified in its charter)
California
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001-12531
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77-0338561
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State of
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Commission File
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IRS Employer
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Incorporation
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Number
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Identification No.
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5906 McIntyre Street, Golden, Colorado 80403
Address of
principal executive offices
303-279-7900
Telephone number,
including
Area code
Not applicable
Former name or
former address if changed since last report
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
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Item 3.02 Unregistered Sales of Equity Securities
In May, June and November 2006
and April 2007 Isonics Corporation (Isonics) issued
YA Global
Investments, L.P. (YA Global), formerly known as Cornell Capital
Partners, LP,
a total of four convertible debentures having an aggregate
face amount of $18,000,000.
On June 11, 2008, YA Global converted
$14,900 of the face amount of the May 2006 Debenture into 856,322 shares
of Isonics common stock to partially satisfy the amount due under that
debenture. On that date YA Global did
not convert any portion of the debentures originally issued in June and November 2006
or April 2007 into shares of our common stock, and therefore the amounts due
under those debentures were not reduced.
The following sets forth the information required by Item 701 of
Regulation S-K in connection with the issuance:
(a)
The transaction was completed effective as of the June 11, 2008.
(b)
There was no placement agent or underwriter for the transaction.
(c)
The shares were not issued in consideration for cash, however the amount due
under the May 2006 Debenture was reduced by $14,900.
(d)
We relied on the exemption from registration provided by Sections 4(2) and
4(6) under the Securities Act of 1933 for this transaction.
We did not engage in any public advertising
or general solicitation in connection with this transaction, and we provided YA
Global with disclosure of all aspects of our business, including our reports
filed with the Securities and Exchange Commission, our press releases, and
other financial, business, and corporate information. We believe that YA Global
obtained all information regarding Isonics it requested, received answers to
all questions it (and its advisors) posed, and otherwise understood the risks
of accepting our securities for investment purposes. Further, based on representations previously
made to us, we believe that YA Global is an accredited investor.
(e)
The common stock issued in this transaction is not convertible or exchangeable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 13th day of June 2008.
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Isonics Corporation
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By:
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/s/ Gregory A. Meadows
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Gregory A. Meadows
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Chief Financial Officer
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