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 29, 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
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On
December 29, 2009, Lateral Media, Inc.’s (the “Company”) Board of Directors
appointed Jay Krigsman as a director of the Company, to fill the existing
vacancy on the Board of Directors.
There are
no arrangements or understandings between Mr. Krigsman and any other person
pursuant to which he was appointed as a director of the Company. Mr.
Krigsman has not previously held any positions in the Company, and does not have
family relations with any directors or executive officers of the
Company. There are no transactions to which the Company is a
party and in which Mr. Krigsman has a material interest that are required to be
disclosed under Item 404(a), as modified by Item 404(d)(1) of Regulation
S-K.
ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On
December 29, 2009, the Company issued to Trinad Capital Master Fund, Ltd. a
promissory note (the “Note”) in the principal amount of $200,000. The
Note is payable in full on March 1, 2010, and bears interest at a rate of 6% per
annum. If any amount due under the Note is not paid in full within
ten days of the due date, interest on the unpaid principal balance shall
continue to accrue and shall thereafter be increased to a rate equal to 8% per
annum. The foregoing description of the Note does not purport to be complete,
and is qualified in its entirety by reference to the Note, a copy of which is
attached hereto as Exhibit 4.1 and incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
Exhibit No.
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Exhibit
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4.1
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Note
issued to Trinad Capital Master Fund,
Ltd.
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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:
December 30, 2009
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LATERAL
MEDIA, INC.
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By:
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/s/
Charles Bentz
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Name:
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Charles
Bentz
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Title:
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Chief
Financial Officer
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