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:
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| Shares of preferred |
| Shares of common |
|
Series E Convertible Preferred Stock |
| 23,000 |
| 1,854,838 |
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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 |
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| By: | /s/ James E. Alexander |
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| James E. Alexander |
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| President and Chief Executive Officer |
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