Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported)
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August
8, 2006
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(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of
Incorporation)
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001-14015
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77-0262908
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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|
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3716
East Columbia,
Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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 Equity Securities
On
August
8, 2006, Ionatron, Inc. (the “Company”) conducted an offering (the “Offering”),
pursuant
to the terms of subscription agreements between the Company and 17 institutional
“accredited investors”
(as
defined in Regulation D),
of
approximately (i) 4,616,305 shares (the “Shares”) of the Company's common stock,
par value $0.001 per share (the "Common Stock"), at a price of $5.75 per Share,
and (ii) 923,260 warrants (“Warrants”) to purchase a number of shares of Common
Stock (the “Warrants Shares”) equal to 20% of the Shares purchased in the
Offering, which maximum number of Shares and Warrants is subject to increase
upon mutual consent of the Company and the Placement Agent (as defined below),
on an “any or all basis.” The Warrants are exercisable for a period of five (5)
years commencing on the August 8, 2006 at an exercise price of $9.15 per Warrant
Share. J Giordano Securities Group acted as placement agent for the
Offering and received a placement agent fee of 6% of the gross proceeds of
the
Offering for such services.
The
Shares and Warrants were issued to purchasers without registration under the
Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions
from registration provided under 4(2) of the Act and Regulation D promulgated
thereunder. The issuances do not involve any public offering; the Company made
no solicitation in connection with the transactions other than communications
with the purchasers; the Company obtained representations from the purchasers
regarding their investment intent, experience and sophistication; the purchasers
either received or had access to adequate information about the Company in
order
to make informed investment decisions; the Company reasonably believed that
the
purchasers were sophisticated within the meaning of Section 4(2) of the
Act
and
“accredited investors” as defined in Regulation D;
and the
Shares and Warrants were issued with restricted securities legends.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Exhibit
No. Description
|
10.1
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Subscription
Agreement.
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10.2
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Form
of Warrant Certificate.
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SIGNATURES
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 thereunto duly authorized.
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IONATRON,
INC.
(Registrant)
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By: |
/s/ Kenneth
Wallace |
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Kenneth
Wallace
Chief
Operating Officer and Chief Financial
Officer
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Date:
August 8, 2006
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