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):January 8, 2013
WORLD MOTO, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-54694 | 77-0716386 |
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification |
| Incorporation) | No.) |
| 1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Road | |
| North Sumrong, Amphur Muang, Samut Prakan | |
| Bangkok, Thailand | N/A |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(646) 840-8781
N/A
(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 .2. below):
[ ] 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))
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement
On January 8, 2013, World Moto Inc., a Nevada corporation (the “Company”), entered into a form of Securities Purchase Agreement (the “Agreement”) and consummated a closing of a private placement offering (the “Offering”) with an accredited investor for the issuance and sale of 3,703,704 shares of common stock of the Company (the “Shares”) at a purchase price of $0.27 per share, for aggregate consideration of $1,000,000. The Company intends to use the proceeds of the Offering for general corporate purposes, including working capital needs.
The foregoing description is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 attached hereto and incorporated herein by reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02. Unregistered Sales of Equity Securities.
The information disclosed under Item 1.01 of this Current Report on Form 8-K with respect to the Company’s unregistered sale of the Shares is incorporated in its entirety into this Item 3.02.
In connection with the Offering, the Company sold 3,703,704 shares of Company common stock to an accredited investor for aggregate consideration of $1,000,000. The Shares were issued in reliance upon Regulation S of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”), to an investor who is an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, in an offshore transaction (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investor.
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 10.1 | Form of Securities Purchase Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| WORLD MOTO, INC. | ||
| Date: January 11, 2013 | By: | /s/ Paul Giles |
| Paul Giles | ||
| Chief Executive Officer |