anm_8k-052809.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 29, 2009 (May 29,
2009)
ACCELERIZE
NEW MEDIA, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
000-52635
|
20-3858769
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
12121 WILSHIRE BLVD., SUITE
322 LOS ANGELES, CALIFORNIA 90025
(Address
of principal executive
offices) (Zip
Code)
(310) 903
4001
(Registrant's
telephone number, including area code)
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:
[ ] 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.
|
|
ITEM
2.03
|
CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDERAN OFF BALANCE
SHEET ARRANGEMENT OF THE
REGISTRANT.
|
|
ITEM
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES.
|
On May 5, 2008, Accelerize New Media,
Inc. (the “Company”) previously reported on Form 8-K, the closing of a 10%
convertible loan transaction, in the aggregate amount of $530,000, with 7
different lenders (the “10% Note”).
On March 26, 2009, the Company
previously reported on Form 8-K, an interim closing of a 12% convertible loan
transaction, in the aggregate amount of $617,000, with 16 different lenders,
which was later increased to $637,000 by adding two additional lenders (the “12%
Note”).
On May 29, 2009 the Company and the
lenders entered amendments to both the 10% Note and the 12% Note (the
“Amendments”). The Amendments provide for certain changes in the Terms of
Repayment and the Lender’s Conversion Price provisions of both
notes.
This Current Report on Form 8-K does
not constitute an offer to sell, or a solicitation of an offer to buy, any
security and shall not constitute an offer, solicitation or sale in any
jurisdiction where such offering would be unlawful.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
4.1 Amendment
No. 2 to 10% Convertible Promissory Note.
4.2 Amendment
No. 1 to 12% Convertible Promissory Note.
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, thereunto
duly authorized.
|
Date:
May 29, 2009
|
|
ACCELERIZE
NEW MEDIA, INC.
By:
/s/ Brian
Ross
Brian
Ross
President
and Chief Executive Officer
|
-2-