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): March 31, 2011
T3 MOTION, INC.
(Exact name of registrant as specified in Charter)
Delaware (State or other jurisdiction of incorporation or organization) |
333-150888 (Commission File No.) |
20-4987549 (IRS Employee Identification No.) |
2990 Airway Avenue
Costa Mesa, California 92626
(Address of Principal Executive Offices)
Costa Mesa, California 92626
(Address of Principal Executive Offices)
(714) 619-3600
(Issuer Telephone number)
(Issuer Telephone number)
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:
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)) |
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 |
On March 31, 2011, the Registrant entered into a Debenture Amendment and Conversion Agreement
(the Agreement) with Vision Opportunity Master Fund, Ltd. (Lender) to further amend the 10%
Senior Secured Convertible Debenture issued to the Lender in a private placement (Debenture) on
December 30, 2009. The Agreement was the second amendment to the Debenture, following the first
amendment on December 31, 2010 to extend the maturity date from December 31, 2010 to March 31,
2011.
Under the Agreement, the maturity date of the Debenture was further extended from March 31,
2011 to June 30, 2011. In addition, the conversion provisions of the Debenture were deleted in its
entirety and restated. According to the amended conversion provisions, at the closing the
Registrant will issue to the Lender units, each of which comprised of one share of the Registrants
common stock, par value $0.001 per share, one warrant at least substantially identical to the Class
H Warrants and one warrant at least substantially identical to the Class I Warrants, in
consideration for the cancellation of $3,500,000 principal amount of the Debenture and accrued
interest thereon. The number of units will equal the total amount of principal and interest accrued
through the date of the closing divided by the conversion price; provided, however, that the
Registrant will pay cash in lieu of any factional units that would otherwise be issuable upon the
conversion.
The Conversion is conditioned on, among other things, the execution of a registration rights
agreement between the parties in which the Registrant would agree to register the Units and
securities underlying the Units and that the public offering contemplated by the Registration
Statement on Form S-1 (file no. 333-171163) for up to $10 million in Units shall have been declared
effective and that such Units shall be trading on the NYSE Amex, LLC.
Item 5.07. | Submission of Matters to a Vote of Security Holders |
On March 31, 2011 two shareholders that constituted holders of a majority of the outstanding
shares of the Registrants common stock and the holder of a majority of the outstanding shares of
the Registrants Series A convertible preferred stock executed a written consent of stockholders to
amend the Certificate of Designation of Preferences, Rights and Limitations of Series A convertible
preferred stock (Certificate of Designation) to remove a provision that prevented the holder of
preferred stock from converting preferred stock into common stock in the event that such conversion
would result in the holders percentage ownership of common stock exceeding certain thresholds.
The amendment to the Certificate of Designation to effect such change is intended to be filed with
the Secretary of State of the State of Delaware within the next few days.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description | |||
3.6 | Form of Certificate of Amendment to Certificate of Designation
of Preferences, Rights and Limitations of Series A convertible
preferred stock* |
|||
10.1 | Debenture Amendment and Conversion Agreement dated as of March
31, 2011 by and among the Registrant and Vision Opportunity
Master Fund, Ltd.* |
* Filed with the Registrants Amendment No. 3 to Registration Statement on Form S-1 filed on April 6, 2011
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.
T3 MOTION, INC. (Registrant) |
||||
Date: April 6, 2011 | /s/ Kelly Anderson | |||
Kelly Anderson, Chief Financial Officer | ||||
INDEX OF EXHIBITS
Exhibit No. | Exhibit Description | |||
3.6 | Form of Certificate of Amendment to Certificate of Designation
of Preferences, Rights and Limitations of Series A convertible
preferred stock* |
|||
10.1 | Debenture Amendment and Conversion Agreement dated as of March
31, 2011 by and among the Registrant and Vision Opportunity
Master Fund, Ltd.* |
* Filed with the Registrants Amendment No. 3 to Registration Statement on Form S-1 filed on April 6, 2011