UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 15, 2007
INGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 000-28704 88-0429044
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
35193 Avenue "A", Suite-C, Yucaipa, California 92399
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(Address of principal executive offices) (Zip Code)
(800) 259-9622
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(Registrant's 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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
1.01 Entry into a Material Definitive Agreement
The Board of Directors of Ingen Technologies, Inc. approved Resolutions 2007.7
and 2007.8 in a special Board meeting of March 15, 2007.
Resolution 2007.7 approves management's agreement with sales
representatives selling Secure Balance to include 10,000 shares of our
restricted common stock as part of the commission for the sale of a Secure
Balance system. Representatives also receive a portion of the cash commission of
14% of the purchase price paid to our Secure Balance sales contractor, Secure
Health, Inc.
Resolution 2007.8 involves company financing. The company is entering
into a Securities Purchase Agreement for a total subscription amount of $450,000
that includes Stock Purchase Warrants (for 9 million common shares) and Callable
Secured Convertible Notes with AJW Partners, LLC, AJW Offshore, Ltd., AJW
Qualified Partners, LLC and New Millennium Capital Partners II, LLC ("Buyers").
The Buyers have divided up the buyer's interest in the transaction as contained
in the various agreements included therewith. Consideration (net, after reserve
for legal fees) is to be paid to the company over the next 4 months, starting
today, with payments of $100,000 each.
The callable secured convertible notes (4 notes, $450,000 total loan
principal; 3 year term; 6% annual interest, 15% annual "default interest") are
convertible into shares of our common stock at a variable conversion price based
upon the applicable percentage of the average of the lowest three (3) Trading
Prices for the Common Stock during the twenty (20) Trading Day period prior to
conversion. The "Applicable Percentage" means 50%; provided, however, that the
Applicable Percentage shall be increased to (i) 55% in the event that a
Registration Statement is filed within thirty days of the closing and (ii) 60%
in the event that the Registration Statement becomes effective within one
hundred and twenty days from the Closing. Under the terms of the callable
secured convertible note and the related warrants, the callable secured
convertible note and the warrants are exercisable by any holder only to the
extent that the number of shares of common stock issuable pursuant to such
securities, together with the number of shares of common stock owned by such
holder and its affiliates (but not including shares of common stock underlying
unconverted shares of callable secured convertible notes or unexercised portions
of the warrants) would not exceed 4.99% of the then outstanding common stock as
determined in accordance with Section 13(d) of the Exchange Act. The shares
underlying the convertible notes are subject to a registration rights agreement.
The Buyers receive the following seven year warrants to purchase shares
of our common stock, exercisable at $.06 per share: AJW Partners, LLC - 450,000
warrants; AJW Offshore, Ltd. - 7,200,000 warrants; AJW Qualified Partners, LLC -
1,080,000 warrants; and New Millennium Capital Partners II, LLC - 270,000
warrants (the "Warrants"). The Warrants are subject to registration rights.
Proceeds shall be utilized in management's discretion for company
operations.
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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.
Dated: March 16, 2007 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer and Chairman
TABLE OF EXHIBITS
(All Exhibits and resolutions have been properly signed by the parties.
Original agreements and resolutions are filed in our offices)
EXHIBIT NO. DESCRIPTION
99.1 Ingen Technologies, Inc. Board of Directors Resolution 2007.7,
dated March 15, 2007.
99.2 Ingen Technologies, Inc. Board of Directors Resolution 2007.8,
dated March 15, 2007.
* filed herewith
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