ISC8 INC. /DE $341,788 Financing

ISC8 INC. /DE just submitted form D announcing $341,788 equity financing. This is a new filing. ISC8 INC. /DE was able to sell $0. That is 0% of the round of financing. The total private offering amount was $341,788. The financing was made by 0 investors. Minimal accepted investment was $0. The financing document was filed on 2009-03-31. ISC8 INC. /DE is based in 151 KALMUS DRIVE SUITE A-203 COSTA MESA 92626. The firm's business is Other Technology. The firm's revenue range is $5,000,001 - $25,000,000. The form was signed by .

SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0000357108
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
IRVINE SENSORS CORP/DE/
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
IRVINE SENSORS CORP/DE/
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Costa Mesa CA 92626 714-549-8211

3. Related Persons

Last Name First Name Middle Name
Carson John C.
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Stuart, Jr. John J.
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Johnson Jack  
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Dumont Marc  
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Kelly Thomas M.
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Ragano Frank  
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Richards Robert G.
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Smetana Daryl L.
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Ozguz Volkan  
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Kenefick Peter  
Street Address 1 Street Address 2
3001 Red Hill Avenue  
City State/Province/Country ZIP/PostalCode
Costa Mesa CA 92626
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
X Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
X $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale X First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $341,788 USD
or    Indefinite
Total Amount Sold $0 USD
Total Remaining to be Sold $341,788 USD
or    Indefinite

Clarification of Response (if Necessary):

Estimated as of March 31, 2009. Amount will be higher after March 31, 2009 due to accrued interest under previously issued promissory notes being exchanged after that date.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Irvine Sensors Corporation /s/ John J. Stuart, Jr. John J. Stuart, Jr. Chief Financial Officer 2009-03-31

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


ISC8 INC. /DE Financing

DateFiling TypeOfferedSoldRemainingMin. investmentInvest. countExemption / Exlusions
2013-11-18New Form D$12,000,000$5,140,000$6,860,000$01306b[view]
2011-08-02Amended Form D$5,000,000$5,000,0000$0506[view]
Issuance of 12% Subordinated Secured Convertible Notes due 12/23/2015.
2011-07-15New Form D$4,250,000$4,250,0000$0406[view]
Issuance of 12% Subordinated Secured Convertible Notes due 12/23/2015.
2011-04-08New Form D$4,000,000$4,000,0000$0206[view]
Issuance of 12% Senior Subordinated Secured Promissory Notes due 3/16/2013.
2011-04-08Amended Form D$12,600,000$12,600,0000$0206[view]
Issuance of 12% Subordinated Secured Convertible Notes due 12/23/2015, in the aggregate principal amount of $8,974,800, and 51,788,571 shares of common stock at $0.07 per share.
2011-03-31Amended Form D$550,388$550,3880$05506[view]
Represents payment of interest accrued on debentures issued by the Company, which accrued interest was converted to common stock at a conversion price of $0.40 per share.
2011-03-21New Form D$3,562,500$3,562,5000$01106[view]
Grants of options to purchase 23,750,000 shares of common stock at an exercise price of $0.15 per share under the 2011 Omnibus Incentive Plan. Offering amount based upon aggregate exercise price of issued options, none of which have been exercised.
2011-03-21Amended Form D$999,960$999,9600$0206[view]
Issuance of Common Stock upon conversion of Series A-2 Preferred Stock.
2011-02-14New Form D0Yet To Sell0$0106[view]
Represents issuance of 221,001 shares of Common Stock upon cashless exercise of 308,900 warrant shares valued at $0.246 per share.
2011-01-28Amended Form D$877,555$877,5550$01806[view]
Issuance of 12% Subordinatd Secured Convertible Notes in the aggregate principal amount of $598,492.22 and 3,986,595 shares of common stock, at $0.07 per share, upon conversion of 10% Unsecured Convertible Promissory Notes due 5/31/2011.
2011-01-11New Form D$626,968$626,9680$0906[view]
Issuance of 12% Subordinatd Secured Convertible Notes due 12/31/2015, in the aggregate principal amount of $427,592.51, and 2,848,222 shares of common stock, at $0.07 per share, upon conversion of 10% Unsecured Convertible Promissory Notes due 5/31/2011.
2011-01-05New Form D$11,400,000$11,400,0000$0206[view]
Issuance of 12% Subordinated Secured Convertible Notes due 12/23/2015, in the aggregate principal amount of $7,774,800, and 51,788,571 shares of common stock at $0.07 per share.
2011-01-05New Form D$581,256$581,2560$0206[view]
Issuance of 12% Subordinatd Secured Convertible Notes due 12/23/2015, in the aggregate principal amount of $396,416.47, and 2,640,560 shares of common stock, at $0.07 per share, upon conversion of 10% Unsecured Convertible Promissory Notes due 5/31/2011.
2011-01-05New Form D$1,755,000$1,755,0000$01006[view]
Grants of ten year options to purchase 18,500,000 shares of common stock under the 2010 Nonqualified Stock Option Plan and 1,000,000 shares of common stock under the 2006 Omnibus Incentive Plan at an exercise price of $0.09 per share.
2011-01-05Amended Form D$414,679$414,6790$05506[view]
Represents payment of interest accrued on debentures issued by the Company, which accrued interest was converted in June, September and December 2010 to common stock at a conversion price of $0.40 per share.
2011-01-05Amended Form D$3,000,000$3,000,0000$04606[view]
Issuance of 10% Unsecured Convertible Promissory Notes due 5/31/2011 (the "Notes"), in the aggregate principal value of $3,000,000, plus 5,758,162 shares of common stock issuable as additional consideration for the Notes.
2010-12-09New Form D$3,000,000$2,881,400$118,600$04606[view]
Issuance of unsecured convertible promissory notes (the "Notes"), in the aggregate principal value of $2,881,400 plus 5,530,087 shares of common stock issuable as additional consideration for the Notes.
2010-10-19Amended Form D$852,670$852,6700$0206[view]
Issuance of Common Stock upon conversion of Series A-2 Preferred Stock.
2010-10-08Amended Form D$277,457$277,4570$05506[view]
Represents payment of interest accrued on debentures issued by the Company, which accrued interest was converted to common stock at a conversion price of $0.40 per share.
2010-09-16New Form D$18,000$18,0000$0106[view]
Sale of common stock.
2010-09-01Amended Form D$666,708$666,7080$0206[view]
Issuance of Common Stock upon conversion of Series A-2 Preferred Stock.
2010-08-06Amended Form D$3,657,460$3,657,4600$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2010-08-06Amended Form D$124,210$124,2100$0206[view]
Issuance of Common Stock upon conversion of Series A-2 Preferred Stock.
2010-08-06Amended Form D$1,425,000$1,425,0000$0106[view]
a) 3,750,000 shares of Series C Preferred Stock, and b) warrants for 1,000,000 shares of Common Stock.
2010-07-21New Form D$891,406$891,4060$03106[view]
Amount reflects 3,469,479 shares of common stock, 380,441 warrant shares multiplied by $0.32 exercise price and 313,444 warrant shares multiplied by $0.21 exercise price.
2010-07-21Amended Form D$3,452,480$3,452,4800$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2010-07-01New Form D$138,728$138,7280$05506[view]
Represents payment of interest accrued as of 6/18/10 and 6/24/10 on debentures issued by the Company on 3/18/10 and 3/24/10, respectively, which accrued interest was converted to common stock at a conversion price of $0.40 per share.
2010-07-01Amended Form D$3,594,700$3,594,7000$06706[view]
Represents sale of 3,490 Series B preferred stock units. Amount reflects 6,980,000 shares of common stock in the aggregate underlying the Series B preferred stock and 2,094,000 warrant shares multiplied by $0.55 exercise price.
2010-05-10Amended Form D$3,292,280$3,292,2800$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2010-05-10Amended Form D$1,425,000$825,000$600,000$0106[view]
27,500 shares Series C Preferred issued 4/30/10. Issuance of 10,000 shares Series C Preferred and warrant for 1M common shares contingent. One share Series C Preferred convertible into 100 common shares. Securities valued/exercisable at $.30/common share.
2010-04-23New Form D$1,425,000$1,425,0000$0106[view]
a) 2,750,000 shares of equity securities, b) 1,000,000 shares of equity securities, c) warrants for 1,000,000 shares of equity securities, both b) and c) are issuable in event of certain contingencies and all securities valued/exercisable at $.30/share.
2010-03-31New Form D$2,604,657$2,604,6570$05606[view]
Sale of 272.22 units, each consisting of (i) two debentures and (ii) one warrant to purchase common stock. Amount includes fees set forth in Item 15 and reflects 1,846,719 warrant shares multiplied by $0.40 exercise price.
2010-03-17Amended Form D$3,032,280$3,032,2800$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2010-02-24Amended Form D$2,493,480$2,493,4800$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2010-01-11New Form D$98,360$98,3600$0106[view]
Issuance of Common Stock upon conversion of Series A-2 Preferred Stock.
2010-01-11Amended Form D$2,277,480$2,277,4800$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-12-15Amended Form D$1,160,000$1,160,0000$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-10-26New Form D$154,000$154,0000$0106[view]
Amount reflects 350,000 warrant shares multiplied by $0.44 exercise price.
2009-10-22Amended Form D$780,000$780,0000$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-10-07New Form D$3,594,700$3,594,7000$06706[view]
Represents sale of 3,490 preferred stock units. Each unit consisted of one share of Series B Convertible Preferred Stock and a warrant to purchase the Company's common stock. Amount reflects 2,094,000 warrant shares multiplied by $0.55 exercise price.
2009-09-25New Form D$660,000$660,0000$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-06-17New Form D$10,000$10,0000$0106[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-05-13New Form D$27,500$27,5000$0106[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-05-04New Form D$999,960$999,9600$0206[view]
Series A-2 Preferred Stock
2009-04-30New Form D$85,000$85,0000$0206[view]
Issuance of Common Stock upon conversion of Series A-1 Preferred Stock.
2009-04-16Amended Form D$348,499$348,4990$0806[view]
2009-03-31New Form D$341,788Yet To Sell$341,788$0006[view]
Estimated as of March 31, 2009. Amount will be higher after March 31, 2009 due to accrued interest under previously issued promissory notes being exchanged after that date.
2009-03-31New Form D$1,000,000Yet To Sell$1,000,000$0006[view]
Series A-2 Preferred Stock

ISC8 INC. /DE List of Executives

Bill Joll, Bill Joll, Chester White, Chester White, Chet White, Daryl Smetana, Daryl Smetana, Edward Scollins, Frank Ragano, Frank Ragano, Jack Johnson, Jack Johnson, Jack Johnson, Jay Scollins, John Carson, John Carson, John Leon, John Stuart, Jr., John Stuart, Jr., John Stuart, Jr., John Vong, Marc Dumont, Marc Dumont, Marc Dumont, Marcus Williams, Peter Kenefick, Peter Kenefick, Robert Richards, Robert Richards, Robert Wilson, Robert Wilson, Scott Reed, Seth Hamot, Seth Hamot, Simon Williams, Thomas Kelly, Thomas Kelly, Thomas Kelly, Volkan Ozguz, Volkan Ozguz