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

Date of Report (Date of earliest event reported): March 4, 2013

T3 MOTION, INC.

(Exact name of registrant as specified in its charter)

2990 Airway Avenue
Costa Mesa, California 92626

(Address of principal executive offices)

Registrant’s telephone number, including area code: (714) 619-3600

Not applicable
(Former name or former address, if changed since last report.)

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.):

Item 1.01 Entry into a Material Definitive Agreement.

Debt Financing

On March 4, 2013, T3 Motion, Inc. (“T-3” or the “Company”) entered into an Amendment and Waiver Agreement (the “Waiver Agreement”), attached to this Current Report on Form 8-K as Exhibit 10.1, to allow for the waiver of certain conditions of the November 27, 2012 Senior Convertible Secured Debentures (“2012 Debentures”). The Waiver Agreement allowed up to $646,750 in additional Debentures to be issued (“Second Closing”) by the Company under terms and conditions identical to the original 2012 Debentures, as amended by the Waiver Agreement.

On March 4, 2013, the Company entered into a securities purchase agreement (the “SPA”) with two institutional investors (the “March 2013 Investors”) pursuant to which the Company agreed to issue to the March 2013 Investors non-interest bearing senior secured convertible debentures due November 26, 2013 (the “2013 Debentures”) in the principal amount of $250,000 convertible into common stock at $0.10 per share, five-year warrants (the “Warrants”) to purchase 2,500,000 shares of common stock at an exercise price of $0.10 per share, and 250,000 shares of common stock (the “Closing Shares”). The financing resulted in $250,000 of cash proceeds to the Company.

The SPA and related documents represent a partial Second Closing as noted in the Waiver Agreement. Under the terms of the Waiver Agreement, the Company may, without additional approval from the Debenture holders, issue $396,750 of additional Debentures. Other than the modifications noted in Waiver Agreement, the terms and conditions of the 2013 Debentures are identical, in all material aspects, to the terms and conditions of the Company’s November 27, 2012 Debt Financing reported on the Current Report on Form 8-K on November 30, 2012 and using the same form of agreements as the Exhibits to the Current Report on Form 8-K reported on November 30, 2012.

The Company’s obligations under the 2012 Debentures and the 2013 Debentures are secured by a first priority lien on all of T3’s assets pursuant to the terms of a security agreement (“Security Agreement”) dated March 4, 2013 among the Company, each of its subsidiaries and the Investors.

The Company expects that the proceeds of the Financing will be used for general working capital purposes, including the purchase of parts inventory, sales and marketing and research and development.

The SPA gives the Investors the right, but not the obligation, to purchase additional Debentures and Warrants at levels equal to their participation in the Financing at any time prior to May 27, 2014 (the “Reinvestment Right”).

The descriptions of the SPA, the Security Agreement, the 2013 Debentures and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the complete copies of such documents attached as exhibits to the Current Report on Form 8-K filed on November 30, 2012 as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference. Copies of the form of Debenture and form of Warrant are incorporated by reference as Exhibits 4.1 and 4.2, respectively to the Current Report on Form 8-K filed on November 30, 2012.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

As described more fully in Item 1.01, on March 4, 2013, the Company issued $250,000 in principal amount of Debentures pursuant to the terms of the SPA.

Item 3.02. Unregistered Sales of Equity Securities.

As described more fully in Item 1.01, on March 4, 2013, the Company issued to Investors in the Financing Debentures convertible into 2,500,000 shares of common stock (the “Debenture Shares”) and Warrants to purchase an aggregate of 2,500,000 shares of its common stock. The Company also agreed to issue an aggregate of 250,000 Closing Shares to the Investors.

Item 9.01. Financial Statements and Exhibits.

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.

EXHIBIT INDEX