-----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, C6qTBNSSzH/4hmEZYVISCfudr9gNfqkuaRNqaGZ+jtwMix270O1MTMAXqqAFRNeA BGo/zd4GGyDHexdEc+PxZg== 0001104659-04-030801.txt : 20041018 0001104659-04-030801.hdr.sgml : 20041018 20041018163534 ACCESSION NUMBER: 0001104659-04-030801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041012 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041018 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: 041083514 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_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 12, 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 (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 12, 2004 through October 15, 2004, 8 holders of our outstanding common stock purchase warrants  (each of whom is an accredited investor) exercised warrants to purchase our common stock as follows:

 

Exercise price per share

 

Number of warrants exercised

 

Total consideration received

 

$1.00

 

100,000

 

$

100,000

 

$1.10

 

800,000

 

880,000

 

$1.25

 

798,333

 

997,916

 

$1.50

 

14,167

 

21,251

 

$2.32

 

10,000

 

23,200

 

Total

 

1,722,500

 

$

2,022,367

 

 

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

 

(a)                                  The transactions were completed from October 12, 2004 through October 15, 2004.

 

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

 

(c)                                  The shares were sold for cash pursuant to outstanding common stock purchase warrants.  The table above provides the information regarding our cash proceeds. There were no underwriting discounts or commissions.

 

(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.  Certain of the transactions involved non-U.S. persons and therefore Regulation S is also applicable to the transactions in which non-U.S. persons were involved.  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 investors 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 of three currently-effective registration statements – SEC file no. 33-86860, 333-114521 or 333-115194

 

(f)                                    The proceeds from the exercise of the warrants will be used for working capital purposes related to our semiconductor division, the continued development of products in our homeland security division and for general working capital purposes.

 

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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 15th day of October 2004.

 

 

Isonics Corporation

 

 

 

 

 

By:

/s/ James E. Alexander

 

 

 

James E. Alexander

 

 

President and Chief Executive Officer

 

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