Current Report Filing (8-k)
15 December 2014 - 11:01AM
Edgar (US Regulatory)
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): December
11, 2014
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.) |
131 Thailand Science Park INC-1 #214 |
N/A |
Phahonyothin Road |
|
Klong1, Klong Luang |
|
Pathumthani 12120 Thailand |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants 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 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01. |
Entry into a Material Definitive
Agreement |
On December 11, 2014, World Moto Inc., a Nevada corporation
(the Company) issued Debentures to certain accredited investors (the
Investors) in the aggregate principal amount of $543,378 for a purchase price
of $500,000 (8% original issue discount). The Debentures were issued pursuant to
the terms of a Securities Purchase Agreement, dated April 4, 2014, between the
Company and the Investors. The Debentures accrue interest at the rate of 12%
annually and have a maturity date of December 11, 2015. The Company is obligated
to make amortization payments beginning on the six month anniversary of the
issuance date of the Debentures and continuing monthly thereafter. The
Debentures are convertible into shares of common stock of the Company at any
time at the discretion of the Investors at a conversion price equal to the
lesser of (i) $0.10 or (ii) 70% of the lowest traded price per share of the
common stock during the twenty five (25) trading days prior to the date of
conversion.
The conversion price of the Debentures is subject to full
ratchet anti-dilution protection upon the occurrence of stock dividends, stock
splits, sales of securities of the Company, rights offerings, certain pro rata
distributions or a certain fundamental transactions as defined in the
Debentures. The Company also has a right of redemption with respect to some or
all of the outstanding principal balance under the Debentures.
The Debentures include customary events of default, such as
defaults in payment, breaches of covenants or agreements, or changes in control.
Upon the occurrence of an event of default, the outstanding principal and
interest (which shall accrue at 18% per annum after the event of default) under
the Debentures will be due and shall also be convertible at the lesser of the
conversion price and 60% of the volume weighted average price (VWAP) for the
five (5) trading days in the preceding twenty (20) trading days that have the
lowest VWAP during such period.
Pursuant to the Securities Purchase Agreement, the Company and
the Investors previously entered into a Security Agreement granting the
collateral agent named in the Security Agreement, on behalf of the Investors, a
lien on all of the assets of the Company (the Collateral). In the event of a
default as defined in the Debentures, the Investors may among other things,
collect or take possession of the Collateral, proceed with the foreclosure of
the security interest in the Collateral or sell, lease or dispose of the
Collateral.
The foregoing description is qualified in its entirety by
reference to the Form of Debenture, filed as Exhibit 10.1 hereto.
SECTION 2 FINANCIAL INFORMATION
Item 2.03 |
Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of
Registrant |
Reference is made to the disclosure set forth under Item 1.01
of this Current Report on Form 8-K (the Report), which disclosure is
incorporated herein by reference.
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.02 |
Unregistered Sales of Equity Securities
|
Reference is made to the disclosure set forth under Item 1.01
of the Report, which disclosure is incorporated herein by reference.
The issuance of the Debentures is exempt from the registration
requirements of the Securities Act of 1933, as amended (the Securities Act),
pursuant to the exemption for transactions by an issuer not involved in any
public offering under Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated under the Securities Act (Regulation D). The Company
made this determination based on the representations of the Investors that they
are accredited investors within the meaning of Rule 501 of Regulation D and
have access to information about the Company and their investment.
This Report is neither an offer to sell nor the solicitation of
an offer to buy any securities. The securities have not been registered under
the Securities Act and may not be offered or sold in the United State of America
absent registration or an exemption from registration under the Securities
Act.
SECTION 9 FINANCIAL STATEMENT AND EXHIBITS
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit No. |
Exhibit Description |
|
|
10.1 |
Form of Debenture (incorporated
by reference to our Current Report on Form 8-K filed on April 4, 2014) |
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: December 12, 2014 |
By: |
/s/
Paul Giles |
|
|
Paul Giles, Chief Executive Officer
|