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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | May 23, 2007 | |
Irvine Sensors Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-08402 | 33-0280334 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3001 Red Hill Avenue, Costa Mesa, California | 92626 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (714) 549-8211 | |
N/A
(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))
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Item 3.02. Unregistered Sales of Equity Securities. | ||||||||
SIGNATURES |
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Item 3.02. Unregistered Sales of Equity Securities.
Irvine Sensors Corporation (the “Company”) issued 150,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on May 23, 2007 of $195,000 of principal under subordinated secured convertible notes of the Company. In addition, on May 16, 2007, the Company issued a warrant to purchase up to 200,000 shares of common stock at an exercise price of $1.50 per share that expires on May 15, 2009, to another accredited investor, a consulting firm providing investor relations services. As a result of the conversion on May 23, 2007, the Company has issued more than 1% of its outstanding shares of common stock in unregistered transactions in the aggregate since the most recent periodic or current report that it filed with the Securities and Exchange Commission. The above-described sales have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Each investor has represented that it is an accredited investor, as that term is defined in Regulation D, and that it has acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IRVINE SENSORS CORPORATION | ||
(Registrant) | ||
Dated: May 29, 2007 | /s/ JOHN J. STUART, JR. | |
John J. Stuart, Jr. Senior Vice President and Chief Financial Officer |