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):
October 7, 2009
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 March 2009 we issued an aggregate 6,510,417 common shares to one
accredited investor upon their investment of $10,000 in the current Private Placement.
In April 2009 we issued an aggregate 74,095,745 common shares to thirty
accredited investors in payment of $121,300 principal and $18,000 accrued interest on the
Series 2000 Convertible Notes (the "Notes").
In May 2009 we issued an aggregate 4,464,286 common shares to one
accredited investor upon their investment of $5,000 in the current Private Placement.
In July 2009 we issued an aggregate 116,083,331 common shares to thirty
accredited investors in payment of $121,300 principal and $18,000 accrued interest on the
Series 2000 Convertible Notes (the "Notes").
In July 2009 we issued an aggregate 23,499,065 common shares to three
accredited investors upon their investment of $21,153 in the current Private Placement.
In July 2009 we issued an aggregate 60,096,153 common shares to John W.
Whitney, our President, upon conversion of $50,000 accrued interest on unpaid salary into
the current private placement.
In October 2009 we issued an aggregate 111,440,000 common shares to
thirty accredited investors in payment of $121,300 principal and $18,000 accrued interest
on the Series 2000 Convertible Notes (the "Notes").
Since the inception of the extension program of the Notes in September
2008 , the Company has issued 489,617,628 common shares in payment of $622,500 in
principal and $90,000 in accrued interest, for a total of $712,500. The extended Notes and
accrued interest are payable in approximately 17 quarters, of which five quarterly
payments have been made. Based on the Notes presently extended, future quarterly payments
in common stock will be $139,300.
On June 1, 2009 individuals listed in the table below were granted a
ten year option to acquire the below listed shares at $0.0015 per share. The options
vested immediately. The number of options granted was based on the individuals
deferred salary and principal amount of loans made to the Company during the period
October 1, 2008 through March 31, 2009 and was calculated at 100,000 shares for each
$1,000 of deferred salary and loan principal. In addition, these individuals can convert
their deferred salary, loans, or accrued interest into common stock at the closing trade
price on the date of conversion or they may convert such amounts into a then current
private placement under the terms of the placement applicable on the date of conversion.
2
Issuance of shares due upon conversion of deferred salary will be
delayed pending the Company receiving adequate funds to pay the related payroll taxes.
|
|
Deferred
|
|
|
|
Salary
|
No. of
|
|
|
and
|
Options
|
|
Position
|
Loans
|
Granted
|
John W. Whitney
|
President
|
$ 67,500
|
6,750,000
|
Duane Rasmussen
|
Former Vice
|
|
|
|
President
|
66,000
|
6,600,000
|
Michael Horsley
|
Controller
|
31,500
|
3,150,000
|
|
|
$165,000
|
16,500,000
|
We issued options to purchase an aggregate of 25,000 shares of common
stock to one of our employees in August 2009. The options are exercisable at $0.20 per
share and expire in ten years from grant.
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.
As of October 7, 2009 there were 2,925,774,334 common shares issued and
outstanding.
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 12, 2009
By:
/S/ John W. Whitney
John
W. Whitney
President,
Treasurer and Director
(Principal
Executive and Financial
Officer)
3
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