UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 10, 2005
ADM TRONICS UNLIMITED, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-17629 22-1896032
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
224 South 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 February 11, 2005, ADM Tronics Unlimited, Inc. (the "Company")
completed a private placement financing (the "Private Placement") to
institutional investors. In connection with the Private Placement, which closed
on February 10, 2005 with respect to $2,250,000 and on February 11, 2005 with
respect to $200,000, the Company and its majority-owned subsidiary, Ivivi
Technologies, Inc., a New Jersey corporation (formerly AA Northvale Medical
Associates, Inc.) ("Ivivi"), realized aggregate gross proceeds of $2,450,000 and
net proceeds of approximately $2,165,000 from the sale of an aggregate principal
amount of 6% unsecured convertible promissory notes (the "Notes") issued jointly
and severally by the Company and Ivivi. The Notes are due and payable five years
from the date of issuance, unless earlier converted. The Notes bear interest at
6% per annum and under certain circumstances, the principal and accrued interest
on the Notes will either be: (i) convertible into the Company's common stock at
$.29 per share or (ii) convertible into Ivivi's common stock at $8.30 per share.
For each Note in the principal amount of $100,000 issued in the Private
Placement, one warrant for the purchase of up to 344,828 shares of the Company's
common stock at $.41 per share (the "Company Warrant") and one warrant for the
purchase of up to 12,048 shares of Ivivi's common stock at $5.70 per share (the
"Ivivi Warrant") were issued. Each of the Company Warrants and the Ivivi
Warrants provides that in addition to paying the exercise price, the holder must
surrender the non-exercised warrant (i.e., either the Company Warrant or the
Ivivi Warrant).
Maxim Group, LLC, an NASD member firm, acted as exclusive placement
agent ("Agent") with respect to the Private Placement and received cash
commissions of 8%, a non-accountable expense allowance of 3%, and warrants to
purchase securities of each of the Company and Ivivi and expense reimbursements
for the $2,250,000, which closed on February 10, 2005, and received no cash
commission, non-accountable expense allowance or warrants with respect to the
$200,000 received in the Private Placement on February 11, 2005. In connection
with the closing of the Private Placement that occurred on February 10, 2005,
the Agent received an aggregate of approximately $247,500 in commissions, fees
and other expense reimbursements and received warrants for the purchase of: (i)
up to 620,690 shares of the Company's common stock at an exercise price of $0.29
per share, (ii) up to 620,690 shares of the Company's common stock at an
exercise price of $0.41 per share, (iii) up to 21,687 shares of Ivivi's common
stock at an exercise price of $8.30 per share and (iv) up to 21,687 shares
Ivivi's common stock at an exercise price of $5.70 per share.
The Company and Ivivi have executed registration rights agreements with
the investors, which require the registration under the Securities Act of 1933,
as amended (the "Act") of 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 an "accredited
investor." The Company will arrange for the certificates representing such
securities to be legended and subject to stop transfer restrictions pending
completion of the planned registration of the shares underlying the securities
issued in the Private Placement for resale. The Company did not engage in any
form of general solicitation or general advertising in connection with this
issuance.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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4.1 Form of Company Warrant
4.2 Form of Ivivi Warrant
4.3 Form of Note
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
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Name: Andre' DiMino
Title: President
Dated: February 14, 2005