LOAN FINANCING

On April 7, 2009, Ivivi Technologies, Inc. (the "Company") closed on a $2.5 million loan (the "Financing") with Emigrant Capital Corp. (the "Lender"). Under the terms of the loan agreement between the Company and the Lender (the "Loan Agreement"), the Company borrowed $1.0 million at closing and will have the right to borrow up to $500,000 per month through July 1, 2009; provided that if the Company elects to borrow less than $500,000 in any given month, the amount not borrowed can be carried forward and will be available for borrowing in any subsequent month prior to the Maturity Date (as defined below). Borrowings under the Financing are evidenced by a note (the "Note") and shall bear interest at a rate of 12% per annum (which would increase to 18% in the event of a default) and shall mature on the earlier of (i) a subsequent financing of equity (or debt that is convertible into equity) by the Company of at least $5.0 million, where at least $3.5 million is from non-affiliates of the Company and for this purpose, the Lender is deemed to be a non-affiliate (a "Qualified Financing") and (ii) July 31, 2009 (the "Maturity Date"); provided that the Company shall have the right to extend such maturity date for an additional 30 days if it has cash and cash equivalents of at least $1.0 million on the date of such requested extension. In the event the Company completes a Qualified Financing prior to the Maturity Date, then the holder of the Note shall have the right to elect to either (i) have the principal and interest on the Note repaid by the Company or
(ii) convert the principal amount of and all accrued interest on the Note into the securities sold by the Company in such Qualified Financing at the lowest price per share paid by purchasers in the Qualified Financing. In the event the Company is unable to complete a Qualified Financing by the Maturity Date, then the holder shall have the right to convert the Note into shares of the Company's common stock, without par value (the "Common Stock"), at an initial conversion price equal to $0.23 per share (the "Conversion Price"). In addition, if (a) an event of default occurs under the Note or (b) on or prior to the Maturity Date, the Company (i) merges or consolidates with another person (other than a merger effected solely for the purpose of changing its jurisdiction of incorporation),
(ii) issues, sells or transfers shares of its capital stock (or any holder of such shares issues, sells or transfers shares of its capital stock) which results in the holders of its capital stock immediately prior to such issuance, selling, transferring or ceasing to continue to hold at least 51% by voting power of its capital stock, (iii) sells, leases, abandons, transfers or otherwise disposes of all or substantially all its assets or (iv) liquidates, dissolves or winds up the Company's business, whether voluntarily or involuntarily, then the holder shall have the right to convert the Note into shares of the Common Stock at the Conversion Price.

The Loan Agreement and the Note contain customary affirmative and negative covenants and events of default. Borrowings under the Note are secured by a first lien on all of the Company's assets. Proceeds from the Financing will be used for working capital.

In connection with the Financing, the Company issued warrants to the lender (the "Warrants"). In the event the Company is unable to complete the Qualified Financing prior to the Maturity Date, then the Lender has the right to exercise such Warrants into that number of shares of Common Stock equal to the portion of the $2.5 million principal amount of the loan then outstanding divided by the Conversion Price and the Warrants would be exercisable at the Conversion Price; provided, however that in the event the Company completes a Qualified Financing, then the holder of the Warrants will thereafter have the right to exercise the . . .

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 2.03.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02.

In the event the Note is converted under the terms of the Note and/or the Warrants are exercised pursuant to the terms of the Warrants, a change in control of the Company could occur. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 5.01.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 5.02.

On March 31, 2009, the Company held its annual meeting of shareholders (the "Annual Meeting"). A total of 9,235,848 shares of common stock of the Company, or approximately 91% of the total number of shares of common stock of the Company entitled to vote at the meeting, were represented at the Annual Meeting.

At the Annual Meeting, the shareholders of the Company elected seven directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The directors include Mr. Steven M. Gluckstern, Mr. Andre' A. DiMino, Mr. David Saloff, Mr. Kenneth S. Abramowitz, Dr. Pamela J. Newman, Mr. Jeffery A. Tischler and Ms. Anita Howe Waxman.

At the Annual Meeting, the shareholders of the Company also approved the adoption of the Company's 2009 Equity Incentive Plan.

At the Annual Meeting, the shareholders of the Company approved for purposes of the rules and regulations of the Nasdaq Stock Market, the issuance of the shares of Common Stock under the terms of the Note and the Warrants.

At the Annual Meeting, the shareholders of the Company ratified the appointment of Raich Ende Malter & Co. LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2009.

Upon the approval of the 2009 Equity Incentive Plan, the Company issued the grant of the restricted stock awards to Mr. Gluckstern as previously disclosed by the Company in its Proxy Statement related to the Annual Meeting.

In addition, the Company's Board of Directors reconstituted the committees of the Board as follows:

COMPENSATION COMMITTEE

Kenneth Abramowitz (Chairman)
Pamela Newman
Jeffrey Tischler

AUDIT COMMITTEE

Jeffrey Tischler (Chairman)
Kenneth Abramowitz
Anita Howe Waxman

NOMINATING COMMITTEE

Kenneth Abramowitz (Chairman)
Pamela Newman
Anita Howe Waxman

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as "may," "will," "should," "plan," "expect," "anticipate," "estimate" and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management's judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company's actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under "Risk Factors" contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008 and other filings with the Securities and Exchange Commission.

(d) Exhibits

               Exhibit 4.1  -  Convertible Promissory Note, dated April 7, 2009,
                               made by Ivivi Technologies, Inc. in favor of
                               Emigrant Capital Corp.

               Exhibit 4.2  -  Warrant to Purchase Shares of Capital Stock of
                               Ivivi Technologies, Inc., dated April 7, 2009,
                               issued to Emigrant Capital Corp.

               Exhibit 10.1 -  Loan Agreement, dated April 7, 2009, between
                               Ivivi Technologies, Inc. and Emigrant
                               Capital Corp.

               Exhibit 10.2 -  Security Agreement, dated April 7, 2009, between
                               Ivivi Technologies, Inc. and Emigrant Capital
                               Corp.

               Exhibit 10.3 -  Patent Security Agreement dated April 7, 2009,
                               between Ivivi Technologies, Inc. and Emigrant
                               Capital Corp.

               Exhibit 10.4 -  Trademark Security Agreement, dated April 7,
                               2009, between Ivivi Technologies, Inc. and
                               Emigrant Capital Corp.

               Exhibit 10.5 -  Amendment to Employment Agreement, dated April 7,
                               2009, between Ivivi Technologies, Inc. and Steven
                               M. Gluckstern.

               Exhibit 10.6 -  Amendment to Employment Agreement, dated April 7,
                               2009, between Ivivi Technologies, Inc. and Andre'
                               A. DiMino.

               Exhibit 10.7 -  Amendment to Employment Agreement, dated April 7,
                               2009, between Ivivi Technologies, Inc. and David
                               Saloff.

               Exhibit 10.8 -  Amendment to Employment Agreement, dated April 7,
                               2009, between Ivivi Technologies, Inc. and Alan
                               V. Gallantar.

               Exhibit 99.1 -  Press release, dated April 7, 2009 (Exhibit 99.1
                               is furnished as part of this Current Report on
                               Form 8-K).