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 30,
2013
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
In July 2013 a total of 189,368 restricted common shares were issued to
one accredited investor for $10,000 cash invested in the current Private Placement and for
conversion of $26,340 in a Convertible Promissory Note and accrued interest. The stock
prices were at $0.2033 and $0.1879 per share, respectively. The prices were computed as
the volume weighted average trading price of the stock for the 10 trading days prior to
the transaction date. In addition, the investor received three year warrants to acquire
24,594 common shares at $0.2541 per share under the terms of the Private Placement of
Common Stock to raise $500,000.
In August 2013 a total of 40,788 restricted common shares were issued
to one accredited investor for $5,000 cash invested in the current Private Placement and
conversion of $5,507 in accrued interest on a Convertible Promissory Note under the
Private Placement terms. The stock price was at $0.2576 per share. The price was computed
as the volume weighted average trading price of the stock for the 10 trading days prior to
the transaction date. In addition, the investor received three year warrants to acquire
20,394 restricted common shares at $0.322 per share. The conversion terms and the warrants
are under the same terms as is presently being offered to accredited investors in a
Private Placement of Common Stock to raise $500,000.
In August 2013 a total of 65,371 restricted common shares were issued
to one accredited investor for conversion of $13,767 in accrued interest on Convertible
Promissory Notes under the Private Placement terms. The stock price was at $0.2106 per
share. The price was computed as the volume weighted average trading price of the stock
for the 10 trading days prior to the transaction date. In addition, the investor received
three year warrants to acquire 32,685 restricted common shares at $0.2633 per share. The
conversion terms and the warrants are under the same terms as is presently being offered
to accredited investors in a Private Placement of Common Stock to raise $500,000
In September 2013 a total of 166,191 restricted common shares were
issued to one accredited investor for $35,000 cash invested in the current Private
Placement. The stock price was at $0.2106 per share. The price was computed as the volume
weighted average trading price of the stock for the 10 trading days prior to the
transaction date. In addition, the investor received three year warrants to acquire 83,096
restricted common shares at $0.2633 per share under the terms of the Private Placement of
Common Stock to raise $500,000.
In September 2013 a consultant received 8,310 restricted common shares
at $0.2106 per share and a three year warrant to acquire 4,155 restricted common shares at
$0.2633 per share for $1,750 in fees.
In September 2013 a total of 1,027,550 restricted common shares were
issued to two accredited investors for conversion of $251,236 in Promissory Notes and
accrued interest under the Private Placement terms. The stock price was at $0.2445 per
share. The price was computed as the volume weighted average trading
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price of the stock for the 10 trading days prior to the transaction
date. In addition, the investors received three year warrants to acquire 513,775
restricted common shares at $0.3056 per share. The conversion terms and the warrants are
under the same terms as is presently being offered to accredited investors in a Private
Placement of Common Stock to raise $500,000
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
are 10,035,199 common shares issued and outstanding.
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 4, 2013
By:
/S/ John W. Whitney
John
W. Whitney
President,
Treasurer and Director
(Principal
Executive and Financial
Officer)
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