Unassociated Document
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) February 15, 2010
Lateral Media, Inc.
(Exact name of registrant as specified
in its charter)
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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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2000
Avenue of the Stars, Suite
410
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)
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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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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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 March 22, 2010, Lateral Media, Inc.
(the “Company”) entered into Amendment No. 1 to Promissory Note (the
“Amendment”) with Trinad Capital Master Fund, Ltd. (“Trinad”), pursuant to which
the parties amended that certain promissory note (the “Note”) issued to Trinad
on December 29, 2009, as described in that certain Current Report on Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on December 31,
2009. Pursuant to the Amendment, the parties (i) increased the principal amount
available under the Note from $200,000 to $500,000 and (ii) extended the
maturity date of the Note to December 31, 2010. The foregoing description of the
Amendment does not purport to be complete, and is qualified in its entirety by
reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In connection with the resignation of
Jeffrey Schwartz from the Board of Directors of the Company, as described in
Item 5.02 of this Current Report on Form 8-K, on February 15, 2010, Grupo
Grandioso, LLC (“Grupo Grandioso”), a company of which Mr. Schwartz is managing
member, relinquished payment of that certain unsecured contingent promissory
note issued by the Company to Grupo Grandioso on December 2, 2008, as described
in that certain Current Report on Form 8-K filed with the SEC on December 8,
2008. In connection with the relinquishment, there were no early termination
penalties incurred by the Company.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(b) Effective
February 15, 2010, Jeffrey Schwartz resigned from the Board of Directors of the
Company.
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. 1 to Promissory 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.
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LATERAL
MEDIA, INC. |
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Date:
April 22, 2010
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By:
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/s/ Charles Bentz |
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Name: |
Charles
Bentz |
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Title: |
Chief
Financial Officer |
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