Attached files
file | filename |
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EX-10.1 - EX-10.1 - T3M INC. | a58281exv10w1.htm |
EX-10.2 - EX-10.2 - T3M INC. | a58281exv10w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 31, 2010
T3 MOTION, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
333-150888 (Commission File Number) |
20-4987549 (IRS Employer Identification No.) |
2990 Airway Avenue, Suite A Costa Mesa, California (Address of principal executive offices) |
92660 (Zip Code) |
Registrants telephone number, including area code: (714) 619-3600
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Forward Looking Statements
This Form 8-K and other reports filed by T3 Motion, Inc. (the Registrant or Company)
from time to time with the Securities and Exchange Commission (collectively the Filings) contain
or may contain forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrants management as well as estimates and
assumptions made by the Registrants management. When used in the filings the words anticipate,
believe, estimate, expect, future, intend, plan or the negative of these terms and
similar expressions as they relate to the Registrant or the Registrants management identify
forward looking statements. Such statements reflect the current view of the Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other factors (including
the risks contained in the section of the Registrants Form S-1 entitled Risk Factors) relating
to the Registrants industry, the Registrants operations and results of operations and any
businesses that may be acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may
differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although the Registrant believes that the expectations reflected in the forward looking
statements are reasonable, the Registrant cannot guarantee future results, levels of activity,
performance or achievements. Except as required by applicable law, including the securities laws of
the United States, the Registrant does not intend to update any of the forward-looking statements
to conform these statements to actual results.
Item 1.01 Entry into a Material Definitive Agreement; Amendment of a Material Definitive Agreement
Securities Exchange Agreement
On December 31, 2010, T3 Motion, Inc., a Delaware corporation (the Registrant), entered into
a Securities Exchange Agreement (the Exchange Agreement) with Vision Opportunity Master Fund,
Ltd. (Warrantholder) pursuant to which the Registrant exchanged 3.5 million Class G Warrants into
2.1 million shares of Registrant common stock.
The foregoing description is only a summary and is qualified in its entirety by reference to
the aforementioned transaction documents contained in Exhibit 10.2 which is incorporated herein by
reference.
The transaction was completed through a private placement to accredited investors and is
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Amendment of Convertible Debenture
On December 31, 2009, the Registrant issued 10% Senior Secured Convertible Debentures in the
principal amount of $3,500,000 to Vision Opportunity Master Fund, Ltd. (Lender). The Lender and
the Registrant executed an amendment of the Debenture on December 31, 2010 and extended the
maturity date from December 31, 2010 to March 31, 2011. All other provisions of the Debenture
remained unchanged.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information called for by this item is contained in Item 1.01, which is incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information called for by this item is contained in Item 1.01, which is incorporated
herein by reference.
As set forth under Item 1.01 above, on December 31, 2010, the Registrant agreed to issue
common stock to a certain investor. This investor represented that it was an accredited investor
as defined under Rule 144 of the Securities Act of 1933, as amended (the Securities Act). The
Registrant relied upon the exemption from registration as set forth in Section 4 (2) of the
Securities Act for the issuance of these securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Exhibit Description | |
10.1
|
Amendment No. 1 to 10% Senior Secured Convertible Debenture dated as of December 31, 2010 | |
10.2
|
Securities Exchange Agreement dated as of December 31, 2010 |
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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.
Date: January 6, 2011 | T3 MOTION, INC. (Registrant) |
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/s/ Kelly Anderson | ||||
Kelly Anderson, Chief Financial Officer | ||||