FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2007
INGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 000-28704 84-1122431
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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))
Item 3.02 Unregistered Sales of Equity Securities
Subsequent to May 31, 2007, Ingen Technologies, Inc. ("Ingen") closed on
a series of transactions increasing Ingen's outstanding common stock by more
than 5%. Between June 1, 2007 and August 17, 2007, the number of issued and
outstanding common stock increased from 35,247,110 to 43,537,110, a 23.5%
increase (including 500,000 shares issued upon conversion of 500,000 shares of
Series A Convertible Preferred Stock).
From June 1, 2007 to June 15, 2007, Ingen sold an aggregate of 6,990,000
shares of common stock to six accredited investors for total gross proceeds of
$119,800. 1,000,000 of the shares were purchased by John Finazzo, a director of
the company, at a price of $10,000 or $.01 per share. Ingen sold the securities
in reliance on the exemption from registration contained in Section 4(2) of the
Securities Act of 1933 and/or Regulation D promulgated thereunder. The shares
were sold directly by Ingen without an underwriter. Each purchaser executed a
written agreement, had the opportunity to ask questions and receive answers from
management and was informed about the limitations on resale under Rule 144.
There was no general solicitation or advertisement and resale restrictions were
imposed by placing a Rule 144 legend on the stock certificates.
From June 1, 2007 and July 9, 2007, Ingen issued an aggregate of 800,000
shares in exchange for consulting services. Pursuant to an agreement dated June
1, 2007, Ingen issued 200,000 shares of common stock to Christopher Wirth for
consulting services related to development of applications for Ingen's various
product lines. Mr. Wirth is a director of Ingen. The stock was valued at the
market price on the date of issuance of $0.10 per share, or a total of $20,000.
On July 5, 2007, pursuant to an agreement dated January 1, 2007 with GV Product
Design & Engineering, Inc. ("GV"), Ingen issued 500,000 shares to Robert Sand,
the president of GV. Robert Sand is the father of Ingen's CEO and Chairman,
Scott Sand. GV was engaged to provide Ingen with product and engineering
guidance for its OxyView and OxyAlert products for a period of two years. Under
the terms of its agreement with Ingen, GV is due 500,000 shares of restricted
common stock upon the completion of the design of OxyView and an additional
500,000 shares upon the completion of the design of OxyAlert. Ingen issued the
first block of 500,000 shares to GV in the name of Robert Sand for the
completion of the design of OxyView on July 5, 2007. The stock was valued at the
market price on the date of issuance of $0.10 per share or a total of $50,000.
On July 9, 2007, Ingen issued 100,000 shares of its restricted common stock to a
consultant for design and marketing work on the SecureBalance product sold by
Ingen. The stock was valued at the market price on the date of issuance of $0.10
per share, or a total of $10,000. Ingen issued the securities in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act of
1933 and/or Regulation D promulgated thereunder. There was no general
solicitation or advertisement and resale restrictions were imposed by placing a
Rule 144 legend on the stock certificates.
On August 17, 2007, two unaffiliated shareholders converted an aggregate of
500,000 shares of Series A Convertible Preferred Stock into 500,000 shares of
restricted common stock. The conversion was valued at $0.03 per share, which was
the initial value assigned to the preferred stock when it was issued. These
shares were issued pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933 and resale restrictions were imposed by placing a
Rule 144 legend on the stock certificates.
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: October 16, 2007 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand
Chief Executive Officer and Chairman