Current Report Filing (8-k)
March 20 2020 - 4:54PM
Edgar (US Regulatory)
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 9, 2020
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 March 9, 2020 the Company issued a total of 1,350,463 common shares
to one accredited investor. Of those shares, 232,559 shares are restricted and 1,117,904
are unrestricted. The restricted shares were issued for a cash investment of $100,000 and
the unrestricted shares were issued for the conversion of $450,000 in convertible debt and
$30,698 in accrued interest into common stock. The average price per share for the
transaction is $0.43 per share.
After completion of this transaction, there are 17,819,266 common
shares issued and outstanding. This transaction represents 7.6% of the now outstanding
shares.
The investor converted the above described debt prior to its due dates
to start the clock on the required five year holding period under Internal Revenue Code
Section 1202. If qualified shares are held for more than five years and the Company
maintains certain qualifications, the gain on the sale of such shares is tax free, with a
basic limitation to the investor of $10 million in tax free gain. The Companys Board
of Directors has determined that Itronics presently qualifies under the related provisions
under the tax code and has resolved to maintain the qualifications for as long as
possible, without constraining its growth prospects.
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
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.
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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 20, 2020
By: /S/ John W. Whitney
John W. Whitney
President, Treasurer and Director
(Principal Executive and Financial
Officer)
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