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): April 8, 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 Registrant’s management as well as estimates and assumptions made by the Registrant’s 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 Registrant’s 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 Registrant’s Form S-1 entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s 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 | Amendment of a Material Definitive Agreement |
On April 8, 2011, the Registrant entered into an Amendment No. 3 to the Promissory Note granted by the Company to Immersive Media Corp. which extended the maturity date to April 30, 2011. The amendment also increased the interest rate to 19% per annum, compounded annually, commencing as of April 1, 2011.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |||
| 10.1 | Amendment No. 3 to the Promissory Note held by Immersive Media Corp.* | |||
* Filed with the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on April 14, 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 14, 2011 | ||||
| /s/ Kelly Anderson | ||||
| Kelly Anderson, Chief Financial Officer | ||||
INDEX OF EXHIBITS
| Exhibit No. | Exhibit Description | |||
| 10.1 | Amendment No. 3 to the Promissory Note held by Immersive Media Corp.* | |||
* Filed with the Registrant’s Amendment No. 6 to Registration Statement on Form S-1 filed on April 14, 2011