anm_8k-032609.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): March 26, 2009 (March 26,
2009)
ACCELERIZE
NEW MEDIA, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-52635
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20-3858769
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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 March 26, 2009, Accelerize New
Media, Inc. (the “Company”) announced an interim closing of a convertible loan
transaction, in the aggregate amount of $617,000, with 16 different lenders. In
connection with the loan, the Company issued to each of the lenders a
convertible promissory note and a common stock purchase warrant. The notes
accrue interest at the rate of 12% per annum and mature in March 2012. Interest
may be paid, at the lenders’ option, in cash or in shares of common stock of the
Company. If the interest is paid in shares of common stock, the number of shares
issuable to satisfy the interest is based on the closing price of the Company’s
shares, as quoted on the Over-The-Counter Bulletin Board, on the trading day
immediately prior to the interest payment date. The interest is payable on a
quarterly basis commencing June 1, 2009 and until the obligations under the
notes are satisfied. The Company may prepay the notes in whole or in part as
follows: if prior to June 30, 2009, at a premium amounting to the product of
0.5% for each full month remaining between the prepayment date and the maturity
date times the applicable prepayment amount, and after June 30, 2009, without
premium. The lenders may convert, at their option, the outstanding principal of
the notes into Company common stock, after June 30, 2009 and prior to maturity
date, at the lesser of: (1) $0.50 per share of common stock; or (2) the
effective price per share of a subsequent financing of the Company occurring
prior to the respective maturity date.
In addition, the Company issued to the
lenders common stock purchase warrants to purchase an aggregate of 308,500
shares. The warrants are exercisable for 5 years and expire on 2014, with an
exercise price of $0.55 per share. The exercise price of the warrants and the
number of shares issuable upon the exercise of the warrants is subject to
adjustment in the event of stock splits, stock dividends and reorganizations, or
in the event the Company issues shares of common stock or securities convertible
or exchange for shares of common stock at an effective price less than the then
exercise price of the warrants in which event the exercise price would be
adjusted downward.
The
Company has the right to call the warrants, at a redemption price of $.001 per
warrant share, commencing on the first trading day after the common stock of the
Company has traded for ten consecutive days at an average closing price at or
exceeding $1.25 per share.
The Company intends to use the cash
proceeds from the loan advances to finance its on going operations, including,
development, sales, marketing and support services.
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 Form
of Convertible Promissory Note.
4.2 Form
of Common Stock Purchase Warrant.
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.
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Date:
March 26, 2009
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ACCELERIZE
NEW MEDIA, INC.
By:
/s/ Brian
Ross
Brian
Ross
President
and Chief Executive Officer
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