-----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, K2/x1KxI5uioXnr4IPtevhIqkhihVT+MIas+YmHW90+kWJFRhA188OU38dThH6zC 8t5bivXpWBCq76qcDd+9tQ== 0001104659-05-035326.txt : 20050801 0001104659-05-035326.hdr.sgml : 20050801 20050801132246 ACCESSION NUMBER: 0001104659-05-035326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 000-21607 FILM NUMBER: 05987474 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 a05-13842_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:  July 27, 2005

 

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

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

 

This report is being filed pursuant to paragraph (b) of Item 3.02 to report total issuances during the period of approximately 7% of our outstanding common stock.

 

Conversion Preferred Stock

 

Effective July 27, 2005, 1 holder of our preferred stock (who 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 E Convertible Preferred Stock

 

23,000

 

1,854,838

 

 

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

 

(a)                                  The transactions were completed effective July 27, 2005.

 

(b)                                 There was no placement agent or underwriter for these transactions.

 

(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 these transactions are not convertible or exchangeable.  No warrants were issued in these transactions.  The underlying shares of common stock are included in a currently-effective registration statements – SEC file no.
333-126231.

 

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

 

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 1st day of August 2005.

 

Isonics Corporation

 

 

 

 

 

 

 

 

By:

/s/ James E. Alexander

 

 

 

James E. Alexander

 

 

 

President and Chief Executive Officer

 

 

2

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