-----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, FUVZMUe0K6gOrgzuGzMwkCxfDHQHOTZ5rDksM9qRFr/IDx3v7BYBn+6jDxCaS8in vEwmGRX0rfdugvrcfaaQcQ== 0001104659-08-068067.txt : 20081105 0001104659-08-068067.hdr.sgml : 20081105 20081105101955 ACCESSION NUMBER: 0001104659-08-068067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081030 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20081105 DATE AS OF CHANGE: 20081105 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: 081162661 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 a08-27668_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 30, 2008

 

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.

 

535 8th Avenue, 3rd Floor, New York, NY 10018-2491

Address of principal executive offices

 

(212) 356-7400

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, Company 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 the Company 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.  Further, as described above on November 3, 2008 the Company issued YA Global another non-convertible term note in the face amount of $375,000.  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 October 22, 2008 and October 30, 2008 YA Global converted a portion of the May 2006 Debenture into shares of Company 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 October 22, 2008 YA Global converted $1,600 of face amount of the May 2006 Debenture into 1,142,857 shares of Company common stock.

 

(a)           The transaction was completed effective as of October 22, 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 $1,600.

 

(d)           We relied on the exemptions 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 the Company 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 October 30, 2008 YA Global converted $1,200 of face amount of the May 2006 Debenture into 1,200,000 shares of Company common stock.

 

(a)           The transaction was completed effective as of October 30, 2008.

 

2


 

(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 $1,200.

 

(d)           We relied on the exemptions 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 the Company 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 5th day of November 2008.

 

 

Isonics Corporation

 

 

 

 

 

By:

       /s/ Chris Toffales

 

 

Chris Toffales

 

     Chief Executive Officer

 

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