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): August 6, 2012 (July 31, 2012)
T3 MOTION, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-35133 | | 20-4987549 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification Number) |
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.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
The following discussion provides only a brief description of the applicable documents described below. The discussion is qualified in its entirety by the full text of the respective transaction documents attached to this Current Report on Form 8-K as exhibits 10.1 through 10.2.
Amendment to Secured Promissory Note
On July 10, 2012, T3 Motion, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with JMJ Financial (“JMJ”). In connection with the Purchase Agreement, the Company and JMJ also entered into a Secured Promissory Note Agreement (the “Note”) and a Security Agreement. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, JMJ provided a senior secured bridge loan to the Company in the aggregate principal amount of $275,000. The Note was originally due 21 days following receipt of the net proceeds, or July 31, 2012.
On July 31, 2012, the Company and JMJ entered into an amendment which extended the due date of the Note until August 3, 2012. This amendment is included in its entirety as Exhibit 10.1.
On August 2, 2012, the Company and JMJ entered into an amendment which extended the due date of the Note until August 7, 2012. This amendment is included in its entirety as Exhibit 10.2.
No other terms of the Purchase Agreement, the Note or the Security Agreement were changed as a result of either amendment referenced above.
Item 9.01. Financial Statements and Exhibits.
| No. | Description |
| | |
| 10.1 | Amendment to Secured Promissory Note Agreement, by and between the Company and JMJ Financial, dated July 31, 2012. |
| | |
| 10.2 | Amendment to Secured Promissory Note Agreement, by and between the Company and JMJ Financial, dated August 2, 2012. |
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. | |
| | | | | |
| | | | | |
| Date: August 6, 2012 | By: | /s/ Domonic J. Carney | |
| | | Name: | Domonic J. Carney | |
| | | Title: | Chief Financial Officer | |
EXHIBIT INDEX
| No. | Description |
| | |
| 10.1 | Amendment to Secured Promissory Note Agreement, by and between the Company and JMJ Financial, dated July 31, 2012. |
| | |
| 10.2 | Amendment to Secured Promissory Note Agreement, by and between the Company and JMJ Financial, dated August 2, 2012. |
