ISC8 INC. /DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2010-12-29: Form 8-K; Period of report 2010-12-22; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2010-12-16: Form 8-K; Period of report 2010-12-10; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2010-12-08: Form 8-K; Period of report 2010-12-02; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2010-11-26: Form 8-K; Period of report 2010-11-19; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2010-12-29 | 8-K | 2010-12-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Items 1.01 and 5.02(e) of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 3.03 The information disclosed in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 (b) Immediately prior to the consummation of the Financing, Robert Richards and Frank Ragano tendered to the Board their resignations as directors, which resignations became effective on December 27, 2010. 5.03 (a) On December 22, 2010, the Company’s Board approved and amendment and restatement of Section 9 of Article II and Section 2 of Article III of the Company’s Amended and Restated By-laws (the “Bylaw Amendments”). | c10302e8vk.htm |
| 2010-12-16 | 8-K | 2010-12-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement.. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c09832e8vk.htm |
| 2010-12-08 | 8-K | 2010-12-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c09416e8vk.htm |
| 2010-11-26 | 8-K | 2010-11-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c09005e8vk.htm |
| 2010-11-15 | 8-K | 2010-11-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c08529e8vk.htm |
| 2010-10-21 | 8-K | 2010-10-18 | 3.02 Unregistered Sales of Equity Securities | 3.02 On September 9, 2010, the Company issued 138,461 shares of common stock to an officer of the Company in consideration for receipt of cash proceeds of $18,000, the market value of the issued shares, in a private sales transaction. | c07144e8vk.htm |
| 2010-10-05 | 8-K | 2010-09-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c06625e8vk.htm |
| 2010-09-10 | 8-K | 2010-09-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 8, 2010, Irvine Sensors Corporation (the “Company”) notified the Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company does not believe it will be able to comply with the $1.00 minimum bid price requirement for continued listing set forth in Nasdaq Marketplace Rule 5550(a)(2) by September 13, 2010. | c05817e8vk.htm |
| 2010-08-24 | 8-K | 2010-08-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On August 3, 2010, the Company issued an aggregate of 798,285 shares of common stock to an accredited institutional investor upon such investor’s conversion of an aggregate of $102,380 of the stated value of the Company’s Series A-1 10% Cumulative Convertible Preferred Stock. | c05356e8vk.htm |
| 2010-08-03 | 8-K | 2010-07-28 | 3.02 Unregistered Sales of Equity Securities; 5.07 Submission of Matters to a Vote of Security Holders | 3.02 As Irvine Sensors Corporation (the “Company”) previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2010, the Company and Longview Fund, L.P. (“Longview”) entered into an Agreement, Consent and Waiver on April 9, 2010 (the “Longview Agreement”), pursuant to which the Company agreed, subject to certain conditions, to issue to Longview (i) subject to approval of the Company’s stockholders, non-voting equity securities, with terms junior to the Company’s Series B Convertible Preferred Stock, convertible into 1,000,000 shares of the Company’s Common Stock at a conversion price per converted share of Common Stock equal to $0.30, which was the last consolidated closing bid price of the Company’s Common Stock prior to the execution of the Longview Agreement as determined in accordance with Nasdaq Marketplace Rules (the “Contingent Securities”) and (ii) a two-year warrant with a cashless exercise provision to purchase 1,000,000 shares of the Company’s Common Stock at any time after six months after the issuance date at an exercise price per share of $0.30, which was the last consolidated closing bid price of the Company’s Common Stock prior to the execution of the Longview Agreement as determined in accordance with Nasdaq Marketplace Rules (the “Contingent Warrant”). 5.07 The 2010 annual meeting of stockholders of Irvine Sensors Corporation (the “Company”) was held on July 28, 2010. | c04179e8vk.htm |
| 2010-07-21 | 8-K | 2010-07-15 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c03617e8vk.htm |
| 2010-07-01 | 8-K | 2010-06-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c03050e8vk.htm |
| 2010-06-28 | 8-K | 2010-06-22 | 3.02 Unregistered Sales of Equity Securities | 3.02 On June 18, 2010, the Company issued an aggregate of 326,029 shares of common stock to 48 accredited investors pursuant to its election to convert the payment of interest accrued as of such date on those certain convertible and non-convertible interest-bearing debentures issued by the Company to such investors on March 18, 2010. | c02932e8vk.htm |
| 2010-06-17 | 8-K | 2010-06-11 | 3.02 Unregistered Sales of Equity Securities | 3.02 On May 26, 2010, Irvine Sensors Corporation (the “Company”) issued an aggregate of 586,000 shares of common stock to two accredited investors upon such investors’ conversions of an aggregate of $293,000 of the stated value of the Series B Convertible Preferred Stock (the “Series B Stock”) of the Company. | c02563e8vk.htm |
| 2010-06-10 | 8-K | 2010-06-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 8, 2010, Irvine Sensors Corporation (the “Company”) received written notice that a Nasdaq Hearings Panel (the “Panel”) had determined to grant the request of the Company to remain listed on The Nasdaq Stock Market, subject to certain conditions. | c02313e8vk.htm |
| 2010-05-04 | 8-K | 2010-04-29 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 As Irvine Sensors Corporation (the “Company”) previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2010, the Company and Longview Fund, L.P. (“Longview”) entered into an Agreement, Consent and Waiver on April 9, 2010 (the “Longview Agreement”), pursuant to which Longview waived its right to receive dividends that have already accumulated or will accumulate through July 15, 2010 on the Company’s Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock beneficially owned by Longview, in consideration for the issuance by the Company to Longview of non-voting equity securities, with terms junior to the Company’s Series B Convertible Preferred Stock, convertible into 2,750,000 shares of the Company’s Common Stock (the “Waiver Securities”). 3.03 The information disclosed in Items 3.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.03 On April 29, 2010, the Company filed with the Delaware Secretary of State a Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designations”) that created the new Series C Stock, authorized 37,500 shares of Series C Stock with a par value of $0.01 and designated the rights, preferences, privileges and limitations of such Series C Stock. | c00194e8vk.htm |
| 2010-04-15 | 8-K | 2010-04-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 2.04 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 3.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. | c99289e8vk.htm |
| 2010-04-01 | 8-K | 2010-03-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 8.01 As previously reported, the Company recently received a Nasdaq Staff Determination (the “Staff Determination”) indicating that the Company has not regained compliance with the $1.00 minimum bid price requirement for continued listing set forth in Nasdaq Marketplace Rule 5550(a)(2) and, as a result, the Company’s securities are subject to delisting from The Nasdaq Capital Market. | c98644e8vk.htm |
| 2010-03-24 | 8-K | 2010-03-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | c98283e8vk.htm |
| 2010-03-17 | 8-K | 2010-03-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On March 16, 2010, Irvine Sensors Corporation (the “Company”) received a Nasdaq Staff Determination (the “Staff Determination”) indicating that the Company has not regained compliance with the $1.00 minimum bid price requirement for continued listing set forth in Nasdaq Marketplace Rule 5550(a)(2), and that the Company’s securities are, therefore, subject to delisting from The Nasdaq Capital Market. | c97942e8vk.htm |
| 2010-03-16 | 8-K | 2010-03-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Irvine Sensors Corporation (the “Company”) issued 650,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on March 11, 2010 of $260,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock of the Company. | c97941e8vk.htm |
| 2010-03-10 | 8-K | 2010-03-08 | 3.02 Unregistered Sales of Equity Securities | 3.02 Irvine Sensors Corporation (the “Company”) issued 540,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on February 10, 2010 of $216,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the “Series A-1 Stock”) of the Company. | c97581e8vk.htm |
| 2010-01-07 | 8-K | 2009-12-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 Irvine Sensors Corporation (the “Company”) issued 400,000 shares of common stock to an accredited institutional investor upon such investor’s conversion on December 10, 2009 of $160,000 of the stated value of the Series A-1 10% Cumulative Convertible Preferred Stock (the “Series A-1 Stock”) of the Company. | c94371e8vk.htm |