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): June 20, 2008
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))
3.02 Unregistered Sales of Equity Securities
Ingen Technologies, Inc., a Georgia corporation, (the "Issuer") entered into a
Securities Purchase Agreement dated June 16, 2008 with three investors. Under
the Securities Purchase Agreement, the investors agreed to purchase up to
$500,000 in Secured Callable Convertible Notes (the "Notes") and Common Stock
Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. The
initial closing occurred on June 20, 2008 and the Issuer received gross proceeds
of $100,000 and delivered to the Investors $100,000 face value Notes and Common
Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock.
Future closings for gross proceeds of $100,000 each are scheduled to occur at
the end of July, August, September, and October 2008. Copies of the transaction
documents are included as Exhibits.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NO. DESCRIPTION
- ------- ------------
10.1 Securities Purchase Agreement dated June 16, 2008
10.2 Registration Rights Agreement dated June 16, 2008
10.3 Security Agreement dated June 16, 2008
10.4 Intellectual Property Security Agreement dated June 16, 2008
10.5 Callable Secured Convertible Note to AJW Partners, LLC
10.6 Callable Secured Convertible Note to AJW Master Fund, Ltd.
10.7 Callable Secured Convertible Note to New Millennium Capital Partners
II, LLC
10.8 Common Stock Purchase Warrant to AJW Partners, LLC
10.9 Common Stock Purchase Warrant to AJW Master Fund, Ltd.
10.10 Common Stock Purchase Warrant to New Millennium Capital Partners II,
LLC
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: July 18, 2008 INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
-------------------------------------
Scott R. Sand,
Chief Executive Officer
INDEX TO EXHIBIT
EXHIBIT
NO. DESCRIPTION
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10.1 Securities Purchase Agreement dated June 16, 2008
10.2 Registration Rights Agreement dated June 16, 2008
10.3 Security Agreement dated June 16, 2008
10.4 Intellectual Property Security Agreement dated June 16, 2008
10.5 Callable Secured Convertible Note to AJW Partners, LLC
10.6 Callable Secured Convertible Note to AJW Master Fund, Ltd.
10.7 Callable Secured Convertible Note to New Millennium Capital Partners
II, LLC
10.8 Common Stock Purchase Warrant to AJW Partners, LLC
10.9 Common Stock Purchase Warrant to AJW Master Fund, Ltd.
10.10 Common Stock Purchase Warrant to New Millennium Capital Partners II,
LLC