UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 22, 2006
ADM TRONICS UNLIMITED, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-17629 22-1896032
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
224 Pegasus Avenue, Northvale, NJ 07647
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 767-6040
Check the appropriate box below if the Form 8-K filing 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 7.01 Regulation FD Disclosure.
On November 22, 2006, Ivivi Technologies, Inc. (the "Company"), a
company in which ADM Tronics Unlimited Inc. owns approximately 35% of
the outstanding Common Stock (as defined below), announced the closing
of the sale of 250,000 shares of common stock, no par value per share,
of the Company ("Common Stock") pursuant to the partial exercise of the
over-allotment option granted to the underwriters in connection with
the initial public offering of the Common Stock of the Company, which
closed on October 24, 2006. These shares were sold at the initial
public offering price of $6.00 per share. Net proceeds to the Company
from the exercise of the over-allotment option are expected to be
approximately $1.35 million.
In accordance with General Instructions B.2 of Form 8-K, the
information in this Current Report on Form 8-K under Item 7.01, shall
not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing.
SIGNATURE
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.
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' DiMino
Name: Andre' DiMino
Title: President
Date: November 22, 2006
17662/3
11/22/06 2056870.01