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): December 10, 2012
Location Based Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-139395 | 20-4854758 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
49 Discovery, Suite 260, Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(888) 600-1044
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registration under any of the following provisions:
| 5 | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| 5 | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| 5 | Pre-commencement communications pursuant to Rule 14d-2(k) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 5 | Pre-commencement 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
Convertible Note
On December 10, 2012 Location Based Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with ECPC II Capital, LLC (“ECPC”) pursuant to which the Company issued a Secured Convertible Promissory Note (the “Note”) in exchange for an investment of up to One Million Dollars ($1,000,000). The Note is convertible into our common stock at $0.25 per share, bears interest at a rate of 8% per annum and has a term of 6 months. The loan is secured by a security interest in two of the Company’s patents which the Company considers to be non-core.
A copy of the Agreement, the Share Purchase Agreement and the Security Agreement are attached as Exhibits 10.1, 10.2 and 10.3 respectively.
Item 9.01. Financial Statements and Exhibits
| Exhibit # | Description |
| 10.1 | Securities Purchase Agreement dated December 10, 2012 between the Company and ECPC II Capital, LLC |
| 10.2 | Secured Convertible promissory Note dated December 10, 2012 from the Company to ECPC II Capital, LLC |
| 10.3 | Security Agreement dated December 10, 2012 among the Company, the holders of the Notes and Jess N. Turner |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOCATION BASED TECHNOLOGIES, INC. | |||
| Date: December 14, 2012 | By: | /s/ David Morse | |
| David Morse | |||
| Chief Executive Officer | |||