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): July 17, 2012
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
Registrant’s 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 8.01: Other Events
As of June 30, 2012 the Company had 4,629,435 common shares issued and outstanding, compared to 4,525,898 common shares issued and outstanding on March 31, 2012, an increase of 103,537 common shares.
On July 10, 2012, the Board of Directors approved a private placement to accredited investors of up to $750,000 (plus a 10% over-allotment) in 2012 Series A Units. The Units consist of five year 10% Callable Convertible Promissory Notes (the Notes) and three year Callable Warrants (the Warrants). The Notes are convertible into the Company’s common stock at any time during the term of the Note at $0.30 per share for the first year and $0.40 per share thereafter. Interest at 10% per annum is payable monthly in cash. The Warrants are exercisable at $0.50 per share. The number of common shares underlying the Warrants is equal to the number of common shares to be issued upon conversion of the Notes. The Notes and Warrants are callable by the Company after one year if certain stock price points are achieved.
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: July 17, 2012 By: /S/ John W. Whitney
John W. Whitney
President, Treasurer and Director
(Principal Executive and Financial
Officer)
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