Itronics Inc - Current report filing (8-K)
November 26 2007 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report (Date of earliest event reported):
November 19 , 2007
ITRONICS INC.
-----------------------------------------------------------------------------------------------------------
Texas
33-18582
75-2198369
(State
or other jurisdiction
(Commission
File
(IRS
Employer
of
incorporation)
Number)
Identification
No.)
6490 So. McCarran Boulevard, Building C, Suite 23 Reno, Nevada
89509
(Address
of Principal Executive Offices)
Zip
Code
Registrants telephone number, including area code:
(775) 689-7696
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 Securities
In November 2007, we issued an aggregate of 7,761,710 shares of common
stock valued at $15,523 to Wayne Baker for engineering services previously performed.
In November 2007, we issued an aggregate of 21,000,000 common shares to
four accredited investors upon the conversion of $14,700 in callable secured convertible
notes.
In November 2007, we issued an aggregate of 21,000,000 common shares to
four accredited investors upon the conversion of $14,700 in callable secured convertible
notes.
In November 2007, we issued an aggregate of 1,600,000 common shares to
one accredited investor upon the conversion of $200,000 in convertible notes.
In November 2007, we issued an aggregate of 9,600,000 common shares to
four accredited investors upon the conversion of $6,720 in callable secured convertible
notes.
In November 2007, we issued an aggregate of 11,400,000 common shares to
four accredited investors upon the conversion of $7,980 in callable secured convertible
notes.
All of the above offerings and sales were deemed to be exempt under
rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The offerings
and sales were made to a limited number of persons, all of whom were accredited investors,
business associates of Itronics Inc. or executive officers of Itronics Inc., and transfer
was restricted by Itronics Inc. in accordance with the requirements of the Securities Act.
In addition to representations by the above-referenced persons, we have made independent
determinations that all of the above-referenced persons were accredited or sophisticated
investors, and that they were capable of analyzing the merits and risks of their
investment, and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to our
Securities and Exchange Commission filings.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liability of that section, and
shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
2
SIGNATURE
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.
ITRONICS INC.
(Registrant)
Date:
November 26, 2007
By:
/S/ John W. Whitney
John
W. Whitney
President,
Treasurer and Director
(Principal
Executive and Financial
Officer)
3
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