UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
February
8, 2011
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000-52641
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|
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Date
of Report (Date of earliest event reported)
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Commission
File Number
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INFRASTRUCTURE
MATERIALS CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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98-0492752
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|
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1135
Terminal Way, Suite 207B
Reno, NV 89502
USA
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||
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(Address
of Principal Executive Offices) (Zip Code)
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775-322-4448
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(Registrant’s
telephone number, including area
code)
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||
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
February 8, 2011, Infrastructure Materials Corp. (the Company”) completed a
private placement (the “Private Placement”) of 2,083,333 shares of the Company’s
common stock at a price of $0.24 per share for total consideration of $500,000.
The Private Placement was exempt from registration under the Securities Act of
1933, as amended, pursuant to an exemption afforded by Regulation S promulgated
thereunder (“Regulation S”). The sole investor (the “Investor”)
participating in the private placement was a non-U.S. corporation that is owned
and controlled by Todd D. Montgomery, the Company’s Chief Executive Officer and
a member of its Board of Directors. The Investor and Mr. Montgomery
are not “U.S. Person(s)” as that term is defined in Regulation S.
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Item
9.01
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Financial
Statements and Exhibits
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(a)
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Financial Statements of
Business Acquired.
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Not
applicable.
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(b)
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Pro Forma Financial
Information.
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Not
applicable.
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(c)
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Shell Company
Transaction.
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Not
applicable.
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(d)
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Exhibits.
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Not
Applicable
2
SIGNATURES
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.
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INFRASTRUCTURE
MATERIALS CORP.
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| February 8, 2011 | /s/ Anne Macko | ||
| Name: |
Anne
Macko
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| Title: |
Secretary
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