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):
September 26, 2008
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 September 2008, we issued an aggregate of 63,333,333 shares of
common stock valued at $95,000 to John W. Whitney, our President, upon conversion of cash
loans previously made to the Company and its subsidiaries. In September 2008 we also
issued an aggregate 16,666,666 shares of common stock valued at $25,000 to Dr. Whitney for
a cash investment made in the current Private Placement. The price of $0.0015 used for
both of these issuances is the price presently being offered in a Private Placement to
accredited investors. Dr. Whitney has an additional $108,025 in loans to the Company that
he may convert into the Private Placement at the price of $0.0015 as long as it is in
effect under those terms.
On September 26, 2008 employees listed in the table below were granted
a ten year option to acquire the below listed shares at $0.002 per share. The options
became effective on September 30, 2008 and vested immediately. The number of options
granted was based on the individuals deferred salary and principal amount of loans
as of September 30, 2008 and was calculated at 100,000 shares for each $1,000 of deferred
salary and loan principal. This is the same calculation being used to determine the number
of warrants to be issued to holders of the Series 2000 convertible debt that is currently
being offered to the Noteholders to restructure their Notes. In addition, these employees
can convert their deferred salary, loans, or accrued interest into common stock at the
closing trade price on the date of conversion. Issuance of shares due upon conversion of
deferred salary will be delayed pending the Company receiving adequate funds to pay the
related payroll taxes. The amounts of deferred salary that were converted as of September
30, 2008 are included in the following table:
|
|
Deferred
|
|
|
|
|
|
Salary
|
No.
of
|
Deferred
|
|
|
|
and
|
Options
|
Salary
|
No.
of
|
|
Position
|
Loans
|
Granted
|
Converted
|
Shares
|
John W. Whitney
|
President
|
$1,006,341
|
100,634,123
|
$120,000
|
66,666,666
|
Duane Rasmussen
|
Former Vice
|
652,500
|
65,250,000
|
250,000
|
138,888,888
|
|
President
|
|
|
|
|
Michael Horsley
|
Controller
|
288,100
|
28,810,000
|
70,000
|
38,888,888
|
|
|
$1,946,941
|
194,694,123
|
$440,000
|
244,444,442
|
In late September 2008 the Company began offering an extension and
payoff plan to the holders of Series 2000 Convertible Notes and other similar outstanding
Notes. The plan includes paying the principal and accrued interest in equal quarterly
payments with common stock over approximately 17 quarters. The number of shares for each
payment will be determined based on the average of the closing bid price for the five
trading days preceding the payment or $0.0015, whichever is higher. In addition,
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the Noteholders will receive one year warrants to acquire restricted
common stock at $0.005 per share, with the number of warrants to be calculated at 100,000
shares per $1,000 of Note principal in exchange for extending the Notes and for reducing
the interest rate from 12% to 6%. As of September 30, 2008 the principal amount of the
Notes was $1,437,000 and the accrued interest was $2,379,135, for a combined total of
$3,816,135. If all the Noteholders accept the plan, the number of common shares to be
acquired by exercising the warrants is 143,700,000, which will provide gross proceeds to
the Company of $718,500.
As of October 1, 2008, Noteholders with $210,000 in principal and
$308,038 in accrued interest, or a total of $518,038, have accepted the plan. The first
quarterly payment to these Noteholders will be made in early October 2008 and will total
20,000,000 common shares in payment of $33,600 in Note principal.
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.
3
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:
October 2, 2008
By:
/S/ John W. Whitney
John W. Whitney
President, Treasurer and Director
(Principal Executive and Financial
Officer)
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