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): June
20, 2013
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
On June 20, 2013 a consultant of the Company converted $95,000 of fees
from prior years into restricted common stock. The conversion was at $0.1917 per share,
for a total of 495,566 restricted common shares. The conversion price is computed as the
volume weighted average trading price of the stock for the 10 trading days prior to the
conversion date. In addition, the consultant received a three year warrant to acquire
247,783 restricted common shares at $0.2396 per share. The conversion terms and the
warrant are under the same terms as is presently being offered to accredited investors in
a Private Placement of Common Stock to raise $500,000.
On June 21, 2013 Dr. John W. Whitney, our President, converted $50,024
in cash loans into restricted common stock of the Company. Dr. Whitney loaned the funds in
2012 and 2013. The conversion was at $0.1924 per share, for a total of 260,000 restricted
common shares. The conversion price is computed as the volume weighted average trading
price of the stock for the 10 trading days prior to the conversion date. In addition, Dr.
Whitney received a three year warrant to acquire 130,000 restricted common shares at $0.24
per share. The conversion terms and the warrant are under the same terms as is presently
being offered to accredited investors in a Private Placement of Common Stock to raise
$500,000.
Beginning with the fourth quarter of 2009, the Company has three option
programs for employees and certain consultants. The first is for employees and consultants
who have deferred a portion or all of their cash compensation, loaned cash to the Company
and its subsidiaries, or have deferred the interest earned on deferred compensation. The
number of restricted common shares underlying the option grants is 10% of the incremental
increase in deferred compensation, loans, or deferred interest from quarter to quarter.
These options have a ten year term and are exercisable at $0.20 per share and have a
cashless exercise provision.
The second option category is an incentive option for certain members
of the management team to pursue equity or convertible debt funding for the Company. The
option grants apply to private placements for cash and conversion into common stock of
convertible notes issued for cash. The number of common shares underlying the grants is a
specified percentage of the shares issued in private placements for cash or upon
conversion of convertible notes by non-employee, non-consultant investors. The respective
percentages are Dr. John W. Whitney, President, 20%; Michael C. Horsley, Controller, 5%;
Howland S. Green, Director, 1%; Gregory S. Skinner, Secretary, 1%. These options have a
ten year term. The exercise price of the options is equal to the private placement or note
conversion price for each transaction. The total compensation value under this program is
capped at $1 million per year per person. Compensation value is defined as the estimated
fair value of the options as calculated and expensed for financial reporting purposes.
2
The third option category is for compensation purposes. Option or
warrant terms are negotiated with individual employees or consultants.
The below table summarizes by category the options and warrants granted
from the fourth quarter of 2012 through the first quarter of 2013.
|
|
Number of
Options and Warrants Granted Based On: |
|
|
Category 1 |
Category 2 |
Category 3 |
|
|
|
Deferred Salary, |
Management |
Negotiated |
Combined |
|
Position |
Loans and Interest |
Options |
Options/Warrants |
Total |
John W. Whitney |
President |
27,636 |
- |
- |
27,636 |
Michael Horsley |
Controller |
8,670 |
- |
- |
8,670 |
Howland S. Green |
Director |
- |
- |
- |
- |
Gregory S. Skinner |
Secretary |
- |
- |
- |
- |
7 other employees |
|
|
|
|
|
and consultants |
Various |
24,837 |
- |
- |
24,837 |
|
|
|
|
|
|
Totals |
|
61,143 |
- |
- |
61,143 |
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.
After issuance of the restricted common shares described above, there
will be 8,537,621 common shares issued and outstanding, of which Dr. Whitney owns
3,543,029 shares, or 41.5%.
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: June 28 2013
By:
/S/ John W. Whitney
John
W. Whitney
President,
Treasurer and Director
(Principal
Executive and Financial
Officer)
4
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