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File
No. 333-137324
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Filed
Pursuant to Rule 424(b)(3)
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IONATRON,
INC.
Supplement
No. 1 dated February 6, 2007 to
Prospectus
dated September 14, 2006
_____________________
This
supplement contains information relating to the table under the caption “Selling
Securityholders” in our September 14, 2006 prospectus.
The
disclosures regarding Triage Capital Management L.P. (including the footnotes
related thereto) in the Selling Securityholders table included in the prospectus
are hereby amended as set forth below.
This
prospectus supplement should be read in conjunction with our prospectus, which
must be delivered together with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus. Investing in our securities involves a high degree
of risk.
For
more information, see "Risk Factors" beginning on page 6
of
the accompanying prospectus for a discussion of these
risks.
Percentage
ownership of common stock is based on approximately 78,171,263 shares of our
common stock outstanding as of February 5, 2007. In addition, the table below
assumes for calculating each selling security holder's beneficial ownership,
both prior to and after this offering, as well as each such selling security
holder’s percentage ownership following this offering, that options, warrants
and convertible securities held by such security holder (but not, unless
otherwise noted, those held by any other person) that are exercisable within
60
days of February 5, 2007 have been exercised and converted and the shares
underlying them added to the number of shares of our common stock deemed to
be
outstanding. For purposes of calculating the post-offering ownership of each
selling security holder, the table also assumes the sale of all of the
securities being offered by such selling security holder.
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Common
stock beneficially
owned
after
the offering
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Name
of selling security holder
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Number
of
shares
beneficially
owned
prior to
the
offering
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Number
of
shares
being
offered
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Number
of
shares
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Percentage
of
outstanding
shares
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Triage
Capital Management L.P. (1)
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24,001
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(2)
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24,001
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-0-
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-0-
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__________
*
Less
than 1%.
(1) The
selling security holder has advised us that the natural person that has voting
and dispositive power over its securities is Leon Frankel, senior manager of
Triage Capital LF Group LLC, which is the general partner of Triage Management
L.P., which is the general partner of the selling security holder.
(2) Represents
Shares issuable upon exercise of warrants issued in the August 2006 private
placement, including 13,218 Shares issuable upon exercise of warrants issued
in
the August 2006 private placement, which were transferred from Triage Capital
Management B, L.P. to the selling security holder.