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): October 29, 2012 (October 23, 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 10.3.
Note and Security Agreement
On October 23, 2012, T3 Motion, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (“Investor”). In connection with the Purchase Agreement, the Company and the Investor 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, the Investor provided a senior secured bridge loan to the Company in the aggregate principal amount of $150,000 (the “Loan”). Pursuant to the terms of the Security Agreement, the Loan is secured by all assets of the Company. The Investor delivered net proceeds to the Company in the amount of $150,000. The Note is due On November 2, 2012.
Copies of the Note, the Purchase Agreement and the Security Agreement are filed as Exhibits 10.1 through 10.3 respectively, to this Form 8-K and are incorporated herein by reference. The descriptions of the material terms of the Note, the Purchase Agreement, and the Security Agreement are qualified in their entirety by reference to such exhibits.
Item 2.03. Creation of a Direct Financial Obligation
As described more fully under Item 1.01, pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Investor provided a senior secured bridge loan to the Company on October 23, 2012 in the amount of $150,000. This loan is secured by all assets of the Company and is due on November 2, 2012.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| No. | Description |
| 10.1 | Secured Promissory Note Agreement dated October 23, 2012. |
| 10.2 | Securities Purchase Agreement dated October 23, 2012. |
| 10.3 | Security Agreement dated October 23, 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: October 29, 2012 | By: | /s/ Rod Keller |
| | | Name: | Rod Keller, Jr. |
| | | Title: | Chief Executive Officer |
EXHIBIT INDEX
| No. | Description |
| 10.1 | Secured Promissory Note Agreement dated October 23, 2012. |
| 10.2 | Securities Purchase Agreement dated October 23, 2012. |
| 10.3 | Security Agreement dated October 23, 2012. |
