-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/c6U1WeSN6MTwK4eUlWjz6K7jp9Uv9Aghbee5hcqexRZ2WEJz62ECFBnWzXRDyR +xB8k2v9VH3IkjIYt4+lgw== 0001104659-04-030654.txt : 20041015 0001104659-04-030654.hdr.sgml : 20041015 20041015171309 ACCESSION NUMBER: 0001104659-04-030654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041014 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20041015 DATE AS OF CHANGE: 20041015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISONICS CORP CENTRAL INDEX KEY: 0001023966 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 770338561 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12531 FILM NUMBER: 041081685 BUSINESS ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: 3032797900 MAIL ADDRESS: STREET 1: 5906 MCINTYRE STREET CITY: GOLDEN STATE: CO ZIP: 80403 8-K 1 a04-11653_18k.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 14, 2004

 

ISONICS CORPORATION

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

 

California

001-12531

77-0338561

State of

Commission File

IRS Employer

Incorporation

Number

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 (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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 3.02               Unregistered Sales of Equity Securities

 

                Effective October 15, 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

 

3,000

 

272,727

 

 

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

 

(a)           The transaction was completed effective October 15, 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.

 

Item 8.01 Other Events

 

We issued a press release on October 14, 2004 which noted

that our Class B and Class C warrants are not presently exercisable due

to the fact that the related Form SB-2 registration statement is not

current. The warrants may still be traded on the Nasdaq SmallCap and are

listed under the symbols ISONL and ISONZ, respectively.

 

We indicated that we expect to file an updated Form SB-2 with the SEC

within 10 business days. Upon effectiveness of the post-effective

amendment, we will announce that the warrants are again

exercisable.

 

A Class B warrant is exercisable for $1.50 and results in one common

share and one Class C warrant. A Class C warrant is exercisable for

$2.50 and results in one common share. Both warrants expire December

31, 2005. This announcement does not constitute the offer of any

Isonics securities for sale.

 

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 15th day of October 2004.

 

 

Isonics Corporation

 

 

 

 

By:

/s/ James E. Alexander

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

 

 

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