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): December 1, 2004
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 December 1, 2004, ADM Tronics Unlimited, Inc. (the "Company")
completed a private placement financing (the "Placement") to "accredited
investors" only, without any general advertisement or solicitation and all of
the securities issued therein have been marked with an appropriate restrictive
legend. In making the Placement the Company has relied, on a non-exclusive
basis, upon the exemption from registration under the Securities Act of 1933, as
amended (the "Act") provided under Regulation D and the Uniform Limited Offering
Exemption. As a result of such final closing, the Company and its majority-owned
subsidiary, Ivivi Technologies, Inc., a New Jersey corporation (formerly AA
Northvale Medical Associates, Inc.) ("Ivivi"), have realized gross proceeds of
$3,637,500 and net proceeds of approximately $3,145,000 from the sale of an
aggregate of 36.375 Units to 37 accredited investors, including the sale of
Units as disclosed in the Company's Current Report on Form 8-K dated August 31,
2004. Maxim Group, LLC, an NASD member firm, acted as exclusive placement agent
("Agent") with respect to the Placement and received cash commissions of 8%, as
well as certain warrants to purchase securities of each of the Company and Ivivi
and expense reimbursements. In connection with the Placement, the Agent received
an aggregate of approximately $450,000 in commissions, fees and other expense
reimbursements.
The Units sold in the Placement are comprised of a $100,000
principal amount 6% unsecured convertible promissory note (the "Note") issued
jointly and severally by the Company and Ivivi, which is 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 Note 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. Each Unit also includes one Company warrant ("Company Warrant")
for the purchase of up to 344,828 shares of the Company's common stock at $.41
per share and one Ivivi warrant (the "Ivivi Warrant") for the purchase of up to
12,048 shares of Ivivi common stock at $5.70 per share. Each of the Company
Warrants and the Ivivi Warrants provide that in addition to paying the exercise
price, the holder must surrender the non-exercised warrant in the Unit (i.e.,
either the Company Warrant or the Ivivi Warrant). In connection with the
Placement, the Agent received warrants for the purchase of: (i) 1,003,450
Company shares at an exercise price of $.29 per share, (ii) 1,003,450 Company
shares at an exercise price of $.41 per share, (iii) 35,060 Ivivi shares at an
exercise price of $8.30 per share and (iv) 35,060 Ivivi shares at an exercise
price of $5.70 per share.
The Company and Ivivi have executed registration rights agreements
with the investors and Ivivi, which require the registration under the Act of
the securities sold in the Placement.
For a description of the events reported pursuant to this Current
Report on Form 8-K, reference is made to the press release issued by the Company
on December 1, 2004, the text of which is attached hereto as Exhibit 99.1.
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
10.1 Form of Placement Agency Agreement
99.1 Press Release dated December 1, 2004.
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: December 7, 2004