SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 26, 2013
(Exact name of registrant as specified
(State or other jurisdiction of
6804 South Canton Avenue, Suite
(Address of principal executive
Registrant’s telephone number, including
area code: (918) 494-0505
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|Item 1.01 ||Entry Into A Material Definitive Agreement
On January 26,
2013, 3DIcon Corporation (the “Company”) entered into two amendment agreements (the “Amendment Agreements”)
with two accredited investors, the holders of certain Convertible Bridge Notes (the “Bridge Notes”) in principal amounts
of $78,000 and $60,000, which Bridge Notes were issued by the Company on August 28, 2012 and September 10, 2012, respectively.
Victor Keen, a director on the Company’s Board of Directors, is a holder of the $60,000 Bridge Note.
On or about November
26, 2012 and December 10, 2012, the Bridge Note reached their maturity dates, on which dates all past due amounts of the Bridge
Notes began accruing interest at 15% per annum. Furthermore, because the shares of the Company’s common stock into which
the Bridge Notes are convertible were not registered under an effective registration statement (the “Registration Statement”),
the holders were entitled to liquidated damages equal to 2% of the outstanding principal for each 30 day period the Registration
Statement is not declared effective after the maturity of the Bridge Notes (the “Liquidated Damages”).
Pursuant to the
Amendments, the holders agreed to extend the maturity of the Bridge Note to April 30, 2013 and waive any and all defaults, default
interest and Liquidated Damages then due to each of the holders.
information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified
in its entirety by reference to the full text of those agreements, each of which is attached as an exhibit to this Current Report
on Form 8-K and the Current Report on Form 8-K filed on August 31, 2012. Readers should review those agreements for
a complete understanding of the terms and conditions associated with this transaction.
Statements and Exhibits
of Amendment Agreement
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 31, 2013
By: /s/ Mark Willner
Name: Mark Willner
Position: Chief Executive Officer