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) April 30, 2009
Lateral
Media, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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333-136806
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98-0539032
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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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)
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01. ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.
On April 30, 2009, Lateral Media, Inc.
(the “Company”) entered into an amendment (“Amendment No. 4”) to that certain
letter agreement with Trinad Capital Master Fund, Ltd. (“Trinad”), dated as of
July 11, 2007, as subsequently amended on November 15, 2007, April 18, 2008 and
August 1, 2008 (the “Loan Agreement”). Pursuant to the Loan Agreement, Trinad
agreed to provide a loan to the Company in the principal amount of $750,000, 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. Pursuant to
Amendment No. 4, the Company and Trinad agreed to (i) increase the principal
amount of the loan (the “Loan”) to up to $1,000,000 and (ii) provide that the
entire outstanding principal amount of the Loan and any accrued interest thereon
shall be due and payable by the Company upon, and not prior to, the consummation
of a sale of securities (other than a sale of shares of the Company’s common
stock to officers, directors or employees of, or consultants to, the Company in
connection with their services to the Company), to a third party or parties with
proceeds to the Company of not less than $1,250,000. The foregoing
description of Amendment No.4 does not purport to be complete and is qualified
in its entirety by reference to Amendment No.4, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information contained in Item 1.01
of this Current Report on Form 8-K is incorporated herein by reference and made
a part hereof.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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Exhibit No.
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Exhibit
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10.1
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Amendment
No. 4 to the Loan Agreement, by and between Lateral Media, Inc. and Trinad
Capital Master Fund, Ltd., dated as of April 30,
2009.
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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: May
6, 2009
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LATERAL
MEDIA, INC.
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By:
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/s/
Jeffrey Schwartz
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Name:
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Jeffrey
Schwartz
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Title:
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Chief
Executive Officer
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