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 18, 2008
Lateral
Media, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
333-136806
|
|
98-0539032
|
(State
or Other Jurisdiction
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
|
|
Identification
No.)
|
2121
Avenue of the Stars, Suite 2550
Los
Angeles, CA 90067
(Address
of principal executive
offices
including zip code)
(310)
601-2500
(Registrant’s
telephone number,
including
area code)
(Former
name or former address, if changed since last report)
¨
|
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.
On
December 18, 2008, Lateral Media, Inc. (the “Company”) entered into a Letter
Agreement (the “Letter Agreement”) with Trinad Capital Master Fund, Ltd.
(“Trinad”), pursuant to which the parties agreed to convert all current
principle and interest outstanding under that certain loan agreement, by and
between the Company and Trinad, dated as of July 11, 2007, as subsequently
amended on November 15, 2007, April 18, 2008 and August 1, 2008 (the “Loan
Agreement”), into shares of the Company’s common stock, $0.001 par value per
share (“Common Stock”). Under the Loan Agreement, Trinad had agreed
to provide a loan to the Company in the principal amount of up to $750,000, plus
any accrued interest thereon, as disclosed in those Current Reports on Form 8-K
filed with the Securities and Exchange Commission on July 17, 2007, November 15,
2007, April 24, 2008 and August 7, 2008, which are incorporated herein by
reference. As of December 18, 2008, approximately $797,876 of
principal plus accrued interest was outstanding under the Loan Agreement (the
“Current Outstanding Debt”). Pursuant to the Letter Agreement, the
Company issued 1,063,836 shares of Common Stock to Trinad as repayment in full
of the Current Outstanding Debt. Trinad may continue to make loans to the
Company at any time and from time to time in accordance with the Loan
Agreement.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The
information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein and made a part hereof. The
securities were issued pursuant to the exemption from registration permitted
under Section 4(2) of the Securities Act of 1933, as amended.
ITEM 9.01
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(d)
Exhibits:
Exhibit
|
|
Description
|
10.1
|
|
Letter
Agreement, by and between Lateral Media, Inc. and Trinad Capital Master
Fund, Ltd., dated as of December 18,
2008.
|
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.
Date:
December 22, 2008
|
|
|
By:
|
/s/
Charles Bentz
|
Name:
|
Charles
Bentz
|
Title:
|
|