8-K 1 a04-11278_28k.htm 8-K

 

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:  October 4, 2004

 

ISONICS CORPORATION

(Name of small business issuer as specified in its charter)

 

California

 

001-12531

 

77-0338561

State of
Incorporation

 

Commission File
Number

 

IRS Employer
Identification No.

 

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

 

Effective October 4, 2004, 2004, three holders of our preferred stock (each of whom is an accredited investor) converted shares of the preferred stock into shares of common stock, as reflected in the following table:

 

 

 

Shares of preferred
stock converted

 

Shares of common
stock issued

 

Series D Convertible Preferred Stock

 

5,000

 

454,545

 

 

The following sets forth the information required by Item 701 in connection with that transaction:

 

(a)                                  The transaction was completed effective October 4, 2004.

 

(b)                                 There was no placement agent or underwriter for the transaction.

 

(c)                                  The shares were not sold for cash.  The shares of common stock were issued in exchange for (and in conversion of) outstanding shares of convertible preferred stock.

 

(d)                                 We relied on the exemption from registration provided by Sections 3(a)(9) under the Securities Act of 1933 for this transaction.  In addition, we did not engage in any public advertising or general solicitation in connection with this transaction; and we provided the accredited investor with disclosure of all aspects of our business, including providing the accredited investor with our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information.  Based on our investigation, we believe that the accredited investor obtained all information regarding Isonics it requested, received answers to all questions it posed, and otherwise understood the risks of accepting our securities for investment purposes.

 

(e)                                  The common stock issued in this transaction are not convertible or exchangeable.  No warrants were issued in this transaction.  The underlying shares of common stock are included in one currently-effective registration statements – SEC file no. 333-114521.

 

(f)                                    We received no cash proceeds from the issuance of the shares of common stock.

 

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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 7th day of October 2004.

 

 

Isonics Corporation

 

 

 

 

 

 

 

 

By:

/s/ James E. Alexander

 

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

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