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): May 9, 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 May 9, 2011, the Registrant entered into a Restated Debenture Amendment and Conversion
Agreement (the Agreement) with Vision Opportunity Master Fund, Ltd. (Lender) that restated an
earlier agreement originally dated as of March 31, 2011.
Under the Agreement, the parties restated the Debenture Agreement to provide that the deletion
of the current conversion provisions of the Debenture would not take effect until the closing of
the offering.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description | |||
10.1 | Restated Debenture Amendment and Conversion Agreement dated as
of May 9, 2011 by and among the Registrant and Vision
Opportunity Master Fund, Ltd.* |
* Filed
with the Registrants Amendment No. 8 to Registration Statement on Form S-1 filed on May 9,
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.
Date: May 13, 2011 | T3 MOTION, INC. (Registrant) |
|||
/s/ Kelly Anderson | ||||
Kelly Anderson, Chief Financial Officer | ||||
INDEX OF EXHIBITS
Exhibit No. | Exhibit Description | |||
10.1 | Restated Debenture Amendment and Conversion Agreement dated as
of May 9, 2011 by and among the Registrant and Vision
Opportunity Master Fund, Ltd.* |
* Filed
with the Registrants Amendment No. 8 to Registration Statement on Form S-1 filed on May 9,
2011