-----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, TIHFQhSya7XWTKcFYkFyzOYQ/pkJSGEtVg2oXC0HLDkFKwwvrrAISO0jCvoaZsq8 JbVTYAC3T5sjWGz78NiTIg== 0001104659-08-056586.txt : 20080903 0001104659-08-056586.hdr.sgml : 20080903 20080903124918 ACCESSION NUMBER: 0001104659-08-056586 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080828 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080903 DATE AS OF CHANGE: 20080903 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: 081053303 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 a08-22768_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:  August 28, 2008

 

ISONICS CORPORATION

(Name of the registrant 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

 

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 13, 2008 Isonics issued YA Global a non-convertible term note in the face amount of $1,175,000, and on the same date issued non-convertible notes to replace both the debenture originally issued in June 2006 and the debenture originally issued in November 2006.  Accordingly, only the debentures originally issued in May 2006 (the “May 2006 Debenture”) and April 2007 are still convertible into shares of our common stock.

 

On both August 19, 2008 and August 28, 2008 YA Global converted a portion of the May 2006 Debenture into shares of Isonics common stock to partially satisfy the amount due under that debenture.   On those dates YA Global did not convert any portion of the other debentures or notes issued to YA Global into shares of our common stock, and therefore only the amount due under the May 2006 was reduced.  The following sets forth the information required by Item 701 of Regulation S-K in connection with the issuances:

 

1.                                       On August 19, 2008 YA Global converted $1,000 of face amount of the May 2006 Debenture into 909,091 shares of Isonics common stock.

 

(a)           The transaction was completed effective as of the August 19, 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 $1,000.

 

(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.

 

2.                                       On August 28, 2008 YA Global converted $1,100 of face amount of the May 2006 Debenture into 1,000,000 shares of Isonics common stock.

 

(a)           The transaction was completed effective as of the August 28, 2008.

 

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(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 $1,000.

 

(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 3rd day of September 2008.

 

 

Isonics Corporation

 

 

 

 

 

 

 

By:

/s/ John Sakys

 

 

John Sakys

 

 

President

 

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