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):
March 20, 2009
ITRONICS INC.
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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
During the period of January 14, 2009 to March 20, 2009 we issued an
aggregate 74,704,763 common shares to nine accredited investors in payment of $82,400
principal and $36,000 in accrued interest on the Series 2000 Convertible Notes (the
"Notes"). These investors agreed to extend Notes totaling $260,000 in principal
and $751,951 in accrued interest and received one year warrants to acquire 46,000,000
common shares at $0.005 per share.
As part of its effort to restructure its balance sheet, the Company
began a project to extend the Series 2000 Convertible Notes late in the third quarter of
2008. A total of $860,000 in Note principal and $1,528,736 in accrued interest through
September 30, 2008, for a total of $2,388,736, has been extended under this project. The
total principal outstanding at September 30, 2008 was $1,437,000 and the accrued interest
balance was $2,379,135, for a total of $3,816,135. Consequently, 60% of the principal, 64%
of the accrued interest, and 63% of the total has been extended. The importance of this
program, in addition to providing a mechanism to pay our investors on the notes, is that
the extended Notes are no longer in delinquent status and can be afforded long term
liability treatment for the portion due more than one year after any particular balance
sheet date, thus improving the working capital portion of the balance sheet. The
improvement to working capital is estimated to be approximately $1.6 million at March 31,
2009.
Since the inception of the extension program, the Company has issued
187,998,552 common shares in payment of $294,600 in principal or interest, an 8% reduction
of the total outstanding balance as of September 30, 2008. The extended Notes and accrued
interest are payable in approximately 17 quarters, of which two quarterly payments have
already been made. Based on the Notes presently extended, future quarterly payments in
common stock will be $139,300.
In January 2009 we issued an aggregate 60,000,000 common shares to one
accredited investor upon their investment of $90,000 in the current Private Placement.
The Company began a private placement of common stock or convertible
notes late in the third Quarter of 2008. A total of $225,000 has been received since that
time, all of which has been in common stock. The majority of these funds has been received
from long term accredited investors of the Company. The Company is currently seeking to
raise a total of $5 million in either common stock or convertible notes.
In January 2009 we issued an aggregate 25,000,000 common shares, valued
at $70,000, to Newport Capital Consultants, Inc. for investor relations services to be
provided.
2
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.
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:
March 26, 2009
By:
/S/ John W. Whitney
John
W. Whitney
President,
Treasurer and Director
(Principal
Executive and Financial
Officer)
3
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