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ISCI > SEC Filings for ISCI > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Form 8-K for ISC8 INC. /DE


24-Apr-2013

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

On or about January 15, 2013 and April 12, 2013, the Company issued an aggregate of 5,046,700 and 4,416,908, respectively, shares of the Company's common stock ("Common Stock") to 25 accredited investors pursuant to the Company's election, according to the terms and conditions of those certain 12% Subordinated Secured Convertible Notes (the "Notes") issued by the Company to such investors on various dates between December 23, 2010 and July 19, 2011. These shares were issued in lieu of cash in order to pay the interest accrued on the Notes for the fiscal quarters ended December 31, 2012 and March 31, 2013, respectively. In addition, on or about January 31, 2013, the Company issued an aggregate of 1,111,112 shares of Common Stock to two accredited investors as payment in full of obligations due from the Company for contract performance.

The issuances of Common Stock described in this Current Report on Form 8-K have been determined to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. When the Notes were issued, those transactions were determined to be exempt from registration under the Securities Act, in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. These determinations were based in part on the respective representations by the investors that they were accredited investors, as that term is defined in Regulation D, and that they were acquiring the securities for investment purposes only and not with a view to any distribution or for sale in connection with any distribution.


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