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): July 30, 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
As of July 30, 2007 (all signatures just secured), the company is
entering into Callable Secured Convertible Notes with AJW Partners, LLC, AJW
Masters Fund, Ltd. and New Millennium Capital Partners II, LLC ("Buyers"). These
notes are authorized by the Securities Purchase Agreement between the Company
and various parties of March 15, 2007.
The callable secured convertible notes (3 notes, $110,000 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 19.99% 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.
Proceeds shall be utilized in management's discretion for company
operations.
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: August 9, 2007 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer and Chairman