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T3 MOTION, INC. Form 8-K: Current report

T3 MOTION, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-05-19: Form 8-K; Period of report 2017-05-15; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 1.03.
  • 2017-03-13: Form 8-K; Period of report 2017-03-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2017-03-07: Form 8-K; Period of report 2017-02-27; Description 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 4.01.
  • 2016-10-04: Form 8-K; Period of report 2016-10-04; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-05-198-K2017-05-151.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement1.03 On May 15, 2017, T3M Inc. (formerly known as “T3 Motion, Inc.” and hereinafter the “Company”) filed a voluntary petition (the “Chapter 11 Case”) under Chapter 11 (“Chapter 11”) of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California (the “Court”).
2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
form8-k.htm
2017-03-138-K2017-03-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On March 8, 2017, the registrant’s Certificate for Revival of Charter (the “Certificate of Revival”) filed with the Delaware Secretary of State on February 22, 2017, became effective, and accordingly, its name changed from “T3 Motion, Inc.” to “T3M Inc.” In connection with such name change, the registrant submitted to the Financial Industry Regulatory Authority, Inc., or FINRA, a voluntary request for the change of its name.form8-k.htm
2017-03-078-K2017-02-274.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers4.01 On December 22, 2016, the registrant notified TAAD LLP (“TAAD”) that TAAD was dismissed as the registrant’s independent registered public accounting firm (“independent accountant”).
5.02 Effective January 4, 2017, Ying Jie Xu resigned from the registrant’s board of directors.
form8-k.htm
2016-10-048-K2016-10-048.01 Other Events8.01 (a) Press Release On September 29, 2016, T3 Motion, Inc. (the “Company”) issued a press release announcing the change of Company’s Independent Registered Public Accounting Firm and providing updates on Company plans.form8-k.htm
2016-09-298-K2016-09-294.01 Changes in Registrant's Certifying Accountant4.01 On September 26, 2016, T3 Motion, Inc., a Delaware corporation (the “Company”) notified KMJ Corbin & Company LLP (“KMJ”) that KMJ was dismissed as the Company’s independent registered public accounting firm (“Independent Accountant”).form8-k.htm
2014-03-048-K2013-11-211.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully in Item 1.01, on February 28, 2014, the Company issued $25,000 in principal amount of Debentures pursuant to the terms of the SPA.
3.02 On November 21, 2013, the Company issued 662,250 shares of the Company’s unregistered common stock to an accredited investor in exchange for the conversion of $66,225 face value of Convertible Debentures issued on November 27, 2012.
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2013-08-128-K2013-08-123.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On August 6, 2013, T3 Motion, Inc., (OTCQB:TTTM) a Delaware corporation (the "Company") received notice from the NYSE MKT LLC ("NYSE MKT") indicating that the Company is not in compliance with certain of the NYSE MKT continued listing standards.v352743_8k.htm
2013-08-018-K2013-08-013.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 Between June 14, 2013 and July 30, 2013, the Company issued 2,050,000 shares of the Company’s unregistered common stock to three accredited investors in exchange for the conversion of $205,000 face value of Convertible Debentures issued on November 27, 2012.
8.01 On July 23, T3 Motion, Inc., a Delaware corporation (the "Company") sent a letter to NYSE MKT, LLC (the “Exchange”), specifically to the Committee on Securities of NYSE MKT, LLC (the "Committee") requesting an appeal of the July 8, 2013 decision of the Listing Qualifications Panel of the Committee (the “Panel”) affirming the determination of the Exchange’s Corporate Compliance staff (the “Staff”) to delist the Company’s common stock.
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2013-07-128-K2013-07-083.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.01 On November 1, 2012, T3 Motion, Inc., a Delaware corporation (the "Company") filed a Current Report on Form 8-K disclosing that the Company had received a notice from the NYSE MKT LLC ("NYSE MKT") indicating that the Company is not in compliance with certain of the NYSE MKT continued listing standards.
5.02 On July 10, 2013, Mr. Bruce Nelson notified the Company that he was resigning, effective immediately, from the Company’s board of directors and from his position as Chairman of the Company’s audit committee.
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2013-06-118-K2013-06-113.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 On June 6, 2013, the Company issued 1,962,500 shares of the Company’s unregistered common stock to five accredited investors as a component of the Debenture units sold on November 27, 2012.
8.01 On May 15, 2013, all of the Company’s Class H warrants expired unexercised.
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2013-06-068-K2013-06-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully in Item 1.01, on June 5, 2013, the Company issued $250,000 in principal amount of Debentures pursuant to the terms of the SPA.
3.02 As described more fully in Item 1.01, on June 5, 2013, the Company issued to Investors in the Financing Debentures convertible into 2,500,000 shares of common stock (the “Debenture Shares”) and Warrants to purchase an aggregate of 2,500,000 shares of its common stock.
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2013-05-018-K2013-04-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 26, 2013, the Board of Directors of T3 Motion, Inc. (the “Company”) at the recommendation of the compensation committee, authorized the grant of non-qualifying stock options to individuals serving as Directors to the Company.v343387_8k.htm
2013-03-288-K2013-03-211.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully under Item 1.01, pursuant to the terms and subject to the conditions set forth in the Loan Agreement, the Lenders provided a senior secured revolving loan facility to the Company on March 21, 2013 in the amount of $750,000 with an initial principal draw of $187,500 and net receipts of $172,500 in cash.
3.01 On March 28, 2013, T3 Motion, Inc. (the “Company”) announced that it received a letter on March 25, 2013 from NYSE MKT LLC (“NYSE MKT”) dated March 21, 2013 indicating that the Company is not in compliance with certain of the Exchange’s continued listing standards as set forth in Section 801(h) of the NYSE MKT Company Guide (the “Company Guide”).
5.02 On March 27, 2013, Messrs.
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2013-03-208-K2013-03-153.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On March 15, 2013, T3 Motion, Inc., (NYSE MKT: TTTM), a Delaware corporation (the “Company”) received written notification regarding the results of its appeal held on March 4th, 2013, before the Panel of the NYSE MKT, LLC (the “Panel,” NYSE MKT, or the “Exchange”) regarding the Company’s compliance with the continued listing standards of the Exchange.v338808_8k.htm
2013-03-088-K2013-03-041.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully in Item 1.01, on March 4, 2013, the Company issued $250,000 in principal amount of Debentures pursuant to the terms of the SPA.
3.02 As described more fully in Item 1.01, on March 4, 2013, the Company issued to Investors in the Financing Debentures convertible into 2,500,000 shares of common stock (the “Debenture Shares”) and Warrants to purchase an aggregate of 2,500,000 shares of its common stock.
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2013-02-268-K2013-02-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 21, 2013, Rod Keller Jr., Chief Executive Officer of T3 Motion, Inc. (the “Company”), notified the Company’s board of directors that he was terminating his employment relationship with the Company to pursue other interests.v336319_8k.htm
2013-01-078-K2012-12-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 Effective as of December 31, 2012, the shareholders of T3 Motion, Inc. (the “Company”) approved William Tsumpes to serve as an independent director as defined in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, for a term of one year.
5.07 The Company held its annual stockholders meeting on Monday, December 31, 2012.
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2012-11-308-K2012-11-261.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully in Item 1.01, on November 27, 2012, the Company issued $4.35 million in principal amount of Debentures pursuant to the terms of the SPA. $1,240,750 in principal amount of the Debentures were issued upon the cancellation of existing indebtedness, including $540,750 of debt and accrued interest due on November 26, 2012, $400,000 of debt due November 21, 2012 and $300,000 of debt due April 30, 2013.
3.02 As described more fully in Item 1.01, on November 27, 2012, the Company issued to Investors in the Financing Debentures convertible into 43,552,500 shares of common stock (the “Debenture Shares”) and Warrants to purchase an aggregate of 43,552,500 shares of its common stock.
3.03 Prior to the execution of the SPA, the Company’s Board of Directors authorized a reduction in the exercise price of the Company’s outstanding Series I warrants to $0.10 per share (the “Repricing”).
5.02 Effective November 26, 2012, T3 entered into a new two-year employment agreement with Rod Keller (the “Employment Agreement”) in order to modify provisions related to Mr. Keller’s compensation.
8.01 As described in Item 3.02, the Company solicited and received the approval of the Financing and the issuance of the Debenture Shares, the Warrant Shares and the Closing Shares from holders of a majority of its outstanding voting stock (the “Stockholder Approval”).
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2012-11-018-K2012-10-263.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.01 On October 26, 2012, T3 Motion, Inc., a Delaware corporation (the "Company"), received notice from the NYSE MKT LLC ("NYSE MKT") indicating that the Company is not in compliance with certain of the NYSE MKT continued listing standards.
5.02 On October 26, 2012, Domonic Carney, Chief Financial Officer of T3 Motion, Inc. (the “Company”), notified the Company’s board of directors that he was terminating his employment relationship with the Company for personal reasons.
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2012-10-298-K2012-10-231.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 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.
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2012-10-228-K2012-10-171.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v326406_8k.htm
2012-10-048-K2012-09-281.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v325089_8k.htm
2012-09-278-K2012-09-211.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v324546_8k.htm
2012-09-208-K2012-09-141.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 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 secured bridge loan to the Company on September 14, 2012 in the amount of $250,000.
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2012-08-138-K2012-08-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully under Item 1.01, pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, JMJ provided a senior secured bridge loan facility to the Company on August 10, 2012 in the amount of up to $1,000,000, of which an initial draw of $525,000 was outstanding on August 10, 2012.
3.01 On August 13, 2012, the Company issued a press release announcing its receipt from the NYSE MKT of notice of approval of the Company’s plan which had been submitted on July 2, 2012.
8.01 On August 13, 2012, we issued a press release announcing the consummation of the transactions contemplated by the Purchase Agreement and the approval of the NYSE MKT Plan.
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2012-08-108-K2012-08-061.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
5.02 On August 6, 2012, the Company’s Board of Directors appointed Rod Keller Jr. as a member of the Company’s Board of Directors.
5.03 On August 6, 2012, the Company amended its bylaws to expand the Company’s Board of Directors from five Directors to seven Directors.
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2012-08-068-K2012-07-311.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.v320422_8k.htm
2012-07-208-K2012-07-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 17, 2012, T3 Motion, Inc. (“T-3” or the “Company”) entered into several agreements with Ki Nam pursuant to which Mr. Nam resigned from his positions as chief technology officer and chairman of the board of directors of the Company and assumed the role of chief executive officer of R3 Motion, Inc. (“R-3”), a wholly-owned subsidiary of T-3, and the parties agreed to certain voting, governance and equity participation provisions.v318987_8k.htm
2012-07-168-K2012-07-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 As described more fully under Item 1.01, 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 on July 11, 2012 in the amount of $275,000.
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2012-06-068-K2012-06-013.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On June 1, 2012, T3 Motion, Inc., a Delaware corporation (the "Company"), received notice from the NYSE MKT LLC ("NYSE MKT") indicating that the Company is not in compliance with certain of the NYSE MKT continued listing standards.v315358_8k.htm
2012-04-028-K2012-03-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 27, 2012, we entered into an employment agreement with Rod Keller to join our company as chief executive officer for a term of two years.d328917d8k.htm
2012-03-158-K2012-03-157.01 Regulation FD Disclosure7.01 On March 15, 2012, Ki Nam, Chairman and Chief Executive Officer of T3 Motion, Inc. (the “Company”), sent a letter to shareholders regarding a possible change in the Company’s management structure.d316596d8k.htm
2012-02-178-K2012-02-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of February 17, 2012, the Board of Directors of T3 Motion, Inc. (the “Company”) appointed Bruce K. Nelson to serve as an independent director as defined in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, for a term of one year.d302471d8k.htm
2012-01-208-K2012-01-173.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On January 18, 2012, T3 Motion, Inc. (the “Company”) announced that it received a letter from NYSE Amex LLC (the “AMEX”) dated January 17, 2012 indicating that the Company is not in compliance with the audit committee composition requirements set forth in Section 803(B)(2)(c) of the NYSE Amex LLC Company Guide.d285297d8k.htm
2012-01-068-K2012-01-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 2, 2012, Kelly Anderson, Chief Financial Officer of T3 Motion, Inc. (the “Company”), notified the Company’s board of directors that she was terminating her employment relationship with the Company in light of an inability to come to an agreement with the Company regarding terms for her continued employment.d279143d8k.htm
2011-12-128-K2011-12-087.01 Regulation FD Disclosure7.01 On December 8, 2011, management of T3 Motion, Inc. held an investor presentation at the LD MICRO Conference.d268468d8k.htm
2011-12-078-K2011-12-025.07 Submission of Matters to a Vote of Security Holders5.07 T3 Motion, Inc. (the “Company”) held its annual stockholders meeting on Friday, December 2, 2011.d266471d8k.htm
2011-12-028-K2011-12-027.01 Regulation FD Disclosure7.01 On December 2, 2011, at the annual shareholder meeting of T3 Motion, Inc. (the “Company”), Ki Nam, the Company’s Chairman and Chief Executive Officer, read a letter to shareholders that provided a general update regarding the Company’s business plan.d264665d8k.htm
2011-12-018-K2011-11-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 30, 2011, Mary Schott notified T3 Motion, Inc. (the “Company”) that she would be resigning from the board of directors of the Company as of December 31, 2011.d263625d8k.htm
2011-08-158-K2011-08-102.02 Results of Operations and Financial Condition2.02 On August 10, 2011, T3 Motion, Inc. (the “Company”) issued a press release announcing certain financial results for the second quarter of 2011 and hosted a conference call during which such financial results for the second quarter of 2011 were discussed.a59982e8vk.htm
2011-06-308-K2011-06-308.01 Other Events8.01 On June 30, 2011, T3 Motion, Inc. issued a press release announcing that its units will be detached and its warrants will begin trading separately on the NYSE Amex under the symbols “TTTM.z” and “TTTM.w” on July 1, 2011.a59821e8vk.htm
2011-05-258-K2011-05-191.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On May 19, 2011, the Company entered into agreements with holders of Class G warrants to amend their Class G warrants such that the price-based anti-dilution provisions would be deleted.
3.02 Between May 19, 2011 and May 25, 2011, Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund (collectively “Vision”); and Ki Nam, our Chief Executive Officer, converted their $3.5 million and $2.1 million debentures plus accrued interest, respectively, into 1,138,885 and 632,243 unregistered units, respectively.
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2011-05-248-K2011-05-247.01 Regulation FD Disclosure7.01 The Registrant intends to deliver the following presentation materials at the Stifel Nicolaus Cleantech Conference on May 24, 2011.a59592e8vk.htm
2011-05-178-K2011-05-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On May 16, 2011, T3 Motion, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10.
8.01 The Company’s common stock has been approved for listing on the NYSE Amex, and the Company’s common stock began trading on the NYSE Amex under the symbol “TTTM” on May 16, 2011.
a59553e8vk.htm
2011-05-138-K2011-05-091.01 Entry into a Material Definitive Agreement1.01 On May 9, 2011, the Registrant entered into a Restated Debenture Amendment and Conversion Agreement (the “Agreement”) with Vision Opportunity Master Fund, Ltd. (“Lender”) that restated an earlier agreement originally dated as of March 31, 2011.a59527e8vk.htm
2011-05-058-K2011-05-021.01 Entry into a Material Definitive Agreement1.01 On May 4, 2011, the Registrant entered into an Amendment No. 4 to the Promissory Note granted by the Company to Immersive Media Corp. which extended the maturity date to May 20, 2011.a59431e8vk.htm
2011-04-208-K2011-04-207.01 Regulation FD Disclosure7.01 The Registrant intends to deliver the following presentation materials to registered representatives of Chardan Capital Markets and other prospective selling group members.a59311e8vk.htm
2011-04-148-K2011-04-081.01 Entry into a Material Definitive Agreement1.01 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.a59273e8vk.htm
2011-04-068-K2011-03-311.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders1.01 On March 31, 2011, the Registrant entered into a Debenture Amendment and Conversion Agreement (the “Agreement”) with Vision Opportunity Master Fund, Ltd. (“Lender”) to further amend the 10% Senior Secured Convertible Debenture issued to the Lender in a private placement (“Debenture”) on December 30, 2009.
5.07 On March 31, 2011 two shareholders that constituted holders of a majority of the outstanding shares of the Registrant’s common stock and the holder of a majority of the outstanding shares of the Registrant’s Series A convertible preferred stock executed a written consent of stockholders to amend the Certificate of Designation of Preferences, Rights and Limitations of Series A convertible preferred stock (“Certificate of Designation”) to remove a provision that prevented the holder of preferred stock from converting preferred stock into common stock in the event that such conversion would result in the holder’s percentage ownership of common stock exceeding certain thresholds.
a59187e8vk.htm
2011-03-258-K2011-03-247.01 Regulation FD Disclosure7.01 The Registrant intends to deliver the following presentation materials to registered representatives of Chardan Capital Markets and other prospective selling group members.a59063e8vk.htm
2011-03-228-K2011-03-182.02 Results of Operations and Financial Condition2.02 On March 18, 2011, the Registrant filed Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-171163) disclosing its results of operations and financial condition for the year ended December 31, 2010.a59045e8vk.htm
2011-03-168-K2011-03-102.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 On February 24, 2011 and as reported in a previously filed Form 8-K, the Company granted a 10% promissory note of up to $2,500,000 that matures on March 31, 2012 to our Chief Executive Officer, Ki Nam.a59008e8vk.htm
2011-03-018-K2011-02-241.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On February 24, 2011, the Company granted a 10% promissory note of up to $2,500,000 that matures on March 31, 2012.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
a58831e8vk.htm
2011-01-218-K2011-01-141.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On January 14, 2011, the Registrant delivered a 10% unsecured promissory note (the “Note”) in the principal amount of $1,000,000 that matures on October 1, 2013 to Alfonso G. Cordero and Mercy B. Cordero (“Noteholder”).
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
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2011-01-068-K2010-12-311.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On December 31, 2010, T3 Motion, Inc., a Delaware corporation (the “Registrant”), entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Vision Opportunity Master Fund, Ltd. (“Warrantholder”) pursuant to which the Registrant exchanged 3.5 million Class G Warrants into 2.1 million shares of Registrant common stock.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
a58281e8vk.htm
2010-08-098-K2010-08-031.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
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2010-07-078-K2010-06-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.07 On June 30, 2010 the Registrant held its Annual Meeting of Shareholders.a56647e8vk.htm
2010-02-028-K2010-01-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On January 28, 2010, the Board of Directors accepted the resignation of Kelly Anderson as a member of the Board of Directors of the Company which was effective immediately.a55030e8vk.htm
2010-01-068-K2009-12-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
a54770e8vk.htm
2009-06-058-K2009-05-281.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
a52796e8vk.htm
2009-03-268-K2009-03-201.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a51929e8vk.htm
2009-01-208-K2009-01-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.02 (d) Election of Directors.
5.03 (a) Amendment to Bylaws.
a51130e8vk.htm
2009-01-128-K2008-12-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
a51017e8vk.htm
2008-12-318-K2008-12-261.01 Entry into a Material Definitive Agreementa50951e8vk.htm
2008-09-088-K2008-09-037.01 Regulation FD Disclosurea43618e8vk.htm