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
Date of Report (Date of earliest event reported): March 2, 2006
ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-17629 22-1896032
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
224-S Pegasus Avenue, Northvale, New Jersey 07647
(Address of principal executive offices) (Zip Code)
(201) 767-6040
Registrant's Telephone Number
Check the appropriate box below if the Form 8-K 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 2.03. Creation of a Direct Financial Obligation or an Indirect
Obligation Under an Off-Balance Sheet Arrangement of
Registrant.
See Item 3.02 below.
Item 3.02. Unregistered Sale of Equity Securities.
On March 2, 2006, a majority-owned subsidiary of ADM Tronics Unlimited,
Inc. (the "Company"), Ivivi Technologies, Inc. ("Ivivi"), completed a
private placement (the "Private Placement") of securities to two
qualified institutional buyers within the meaning of Rule 144A
promulgated under the Securities Act of 1933, as amended. In connection
with the Private Placement, Ivivi realized aggregate gross proceeds of
$750,000 from the sale of unsecured convertible promissory notes (the
"Notes") and warrants (the "Warrants") to purchase shares of common stock
of Ivivi ("Common Stock").
The Notes are due and payable in February and March of 2011, unless
earlier converted. The Notes bear interest at a rate of 8% per annum,
payable in cash, increasing by 1% every 365 days from the date of
issuance to a maximum of 12% per annum. The principal and accrued and
unpaid interest on the Notes will be automatically converted into shares
of Common Stock upon consummation of an initial public offering of shares
of Common Stock (an "IPO") at 85% of the initial public offering price of
the Common Stock (the "IPO Price"); provided, however, that each holder
of a Note may elect to convert all or any portion of the outstanding
principal amount of the Note into shares of Common Stock at $7.00 per
share at any time from and after the earlier to occur of (i) the first
anniversary of the date of the Note and (ii) a withdrawal of Ivivi's
registration statement on Form SB-2, which was initially filed with the
Securities and Exchange Commission on February 11, 2005.
The holder of each Warrant is entitled to purchase shares of Common Stock
at an initial exercise price per share equal to (i) if an IPO has
occurred prior to the exercise of the Warrant 100% of the IPO Price or
(ii) if an IPO has not occurred prior to the exercise of the Warrant,
$7.00 per share, subject to adjustment. The aggregate number of shares
of Common Stock issuable upon exercise of the Warrants shall equal either
(i) if the Note has been converted as of the date of exercise of the
Warrant, the number of shares of Common Stock into which the Note was
converted or (ii) if the Note has not been converted as of the date of
exercise of the Warrant, such number of shares of Common Stock into which
the Note is then convertible.
Ivivi entered into registration rights agreements with the investors that
participated in the Private Placement, which require the registration
under the Securities Act of 1933, as amended (the "Act") of the Common
Stock underlying the securities sold in the Private Placement.
These securities were issued in a private placement of securities exempt
from registration under the Act, pursuant to Section 4(2) of the Act.
Each of the investors represented to the Company that it was a "qualified
institutional buyer" within the meaning of Rule 144A promulgated under
the Act. The Company will arrange for the certificates representing such
securities to be legended and subject to stop transfer restrictions. The
Company did not engage in any form of general solicitation or general
advertising in connection with this issuance.
The description of the Notes and Warrants set forth herein
does not purport to be complete and is qualified in its entirety by
reference to the full text thereof, copies of which will be filed as
exhibits to the Company's Annual Report on Form 10-KSB for the year ended
March 31, 2006.
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 hereunto duly authorized.
ADM Tronics Unlimited, Inc.
By: /s/ Andre' DiMino
Name: Andre' DiMino
Title: President
Dated: March 2, 2006