8-K

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): August 17, 2009

LIVE CURRENT MEDIA INC.

(Exact name of Registrant as specified in charter)

Nevada	000-29929	88-0346310
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

375 Water Street

Suite 645

Vancouver, British Columbia V6B 5C6

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 453-4870

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 (see General Instruction A.2 below).

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e) -4(c))

INFORMATION TO BE INCLUDED IN REPORT

This Form 8-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Changes in Entry into a Material Definitive Agreement

On May 22, 2008, (the “Closing Date”) Live Current Media Inc. (formerly known as Communicate.com Inc., the “Company”) consummated the closing of (the “Closing”) its Agreement and Plan of Merger (the “Merger Agreement”), dated March 25, 2008, by and among the Company, Communicate.com Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), Entity, Inc., a Delaware corporation (“Entity”), Harjeet Taggar, Kulveer Taggar and Patrick Collison, the founding members of Entity (each a “Founder” and collectively, the “Founders”) and Harjeet Taggar as representative of the shareholders of Entity (the “Shareholder Representative”).

Pursuant to the Merger Agreement, Entity has merged with and into the Merger Subsidiary with the Merger Subsidiary as the surviving corporation (the “Merger”).  In connection with the Merger, the shareholders of Entity (“Entity Shareholders”) were entitled to receive in total (i) $2,000,000 cash minus $153,305.32 in certain assumed liabilities paid at the Closing (the “Cash Consideration”) and (ii) 1,000,000 shares of common stock of the Company (the “Merger Shares”), in exchange for 100% of the issued and outstanding shares of Entity. Pursuant to the Merger Agreement, the number of Merger Shares was calculated based on the price of $3.00 per share.

In connection with the Merger, the  Entity Shareholders were entitled to receive (i) 34% of the Merger Shares (the “Initial Shares”) for a total of 340,000 shares of common stock and (ii) the Cash Consideration minus $800,000 (the “Initial Cash”) for a total of $1,046,694.68 upon the Closing.  The remaining Merger Shares were to be distributed in the amount of 22% of such Merger Shares on the first, second, and third anniversary of the Merger (the “Distribution Shares”) and the remaining $800,000 of the total Cash Consideration (the “Distribution Cash”), was to be distributed on the first anniversary of the Merger (each, a “Distribution Date”).  The Company has distributed the first set of Distribution Shares.

The Company has reached an agreement with certain of the Entity Shareholders collectively entitled to receive $424,934.40 of the Distribution Cash to accept convertible promissory notes (the "Notes") containing the following terms in lieu of the Distribution Cash:  The Notes are in the aggregate principal amount of $424,934.40 and are convertible into shares of Common Stock of the Company at any time prior to the maturity of the Notes at a price per share equal to $0.25.  The Notes will be due and payable on May 22, 2010 and carry interest at the rate of ten percent (10%) per annum, with such interest accruing as of May 22, 2009 (the date the Distribution Cash was scheduled to be disbursed). Interest under the Notes is payable quarterly in arrears. The Notes may be prepaid by the Company at any time.  The date of issuance of the Notes is August 17, 2009.

Although the Notes were offered to all of the Entity Shareholders, certain Entity Shareholders entitled to receive an aggregate of $375,065.60 of the Distribution Cash did not accept the offer and such Distribution Cash remains subject to payment under the Merger Agreement.

2

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form Note filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The Company hereby incorporates by reference the disclosures made by the Company under Item 1.01 of this Current Report on Form 8-K.

The offer and issuance of the Notes (and the Common Stock underlying the Notes) is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on (i) the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder; or (ii) the exemption afforded under Rule 903 of Regulation S of the Securities Act.  The Company made this determination based on the representations of the Entity Shareholders which included, in pertinent part, that such shareholders were “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and that such shareholders were acquiring the securities for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof and that each share of the Company’s common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.  The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the issuance of the Notes and each Entity Shareholder, to the extent relying on the exemption afforded under Regulation S, represented to the Company that the shareholder was not a U.S. person, as defined in Regulation S, and was not acquiring the Notes for the account or benefit of a U.S. person.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form Note filed as exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

On August 20, 2009, the Company issued a press release regarding the Notes. The press release is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)   Financial Statements of Businesses Acquired

None.

(b)   Pro Forma Financial Information

None.

(d) Exhibits

Exhibit
10.1	Form of Convertible Promissory Note
10.2	Press Release dated August 20, 2009

3

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.

LIVE CURRENT MEDIA INC.

By: /s/ C. Geoffrey Hampson                    

       C. Geoffrey Hampson 

       Chief Executive Officer 

       Dated: August 21, 2009

4

EX-10.1

EXHIBIT 10.1

THIS NOTE AND THE SHARES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

CONVERTIBLE PROMISSORY NOTE

$________  August 17, 2009 

FOR VALUE RECEIVED, Live Current Media Inc., a Nevada corporation ("Maker"), promises to pay to the order of ________ ("Holder") the principal amount of ____________ ($______) plus interest on the unpaid principal balance from time to time at the rate of 10% per annum or the maximum rate allowed by law, whichever is less and subject to adjustment as provided herein.  Interest shall accrue effective as of May 22, 2009.  All accrued but unpaid principal and interest shall be due and payable on May 22, 2010 (the “Maturity Date”).

1.Terms of Payment.

1.1.Interest and Principal Payments.  Interest on the unpaid principal balance shall be paid quarterly in arrears commencing on August 22, 2009.  All unpaid principal and any accrued but unpaid interest shall be payable in full on the Maturity Date.  This Note may be prepaid by the Maker in whole or in part, at any time and from time to time, upon 30 days prior written notice to Holder.

1.2.Manner of Payment.  All payments made hereunder shall be paid to Holder at the address indicated on the attached Schedule A, or at such place as may be designated in writing by Holder, in immediately available United States funds without any deduction whatsoever including, but not limited to, any deduction for any setoff or counterclaim.

2.Conversion of Note.  The Note and any accrued interest thereon is convertible, at the option of the Holder, in whole or in part, into shares of common stock of the Maker (the “Common Stock”), at the rate of $0.25 per share (the “Conversion Rate”).  (The Conversion Rate is the per share price equal to the 30-day average of the closing price of Common Stock on the Over-The Counter Bulletin Board for the 30-day period prior to the issuance date of this Note.)  If the outstanding shares of Common Stock are subdivided (by stock split or otherwise) into a greater number of shares of Common Stock, the Conversion Rate shall be proportionately decreased.  If the outstanding shares of Common Stock are combined or consolidated (by reclassification or otherwise) into a lesser number of shares of Common Stock, the Conversion Rate shall be proportionately increased.  If any (i) dividend, (ii) reorganization or reclassification of the Common Stock, (ii) consolidation or merger of Maker with or into another corporation, (iii) sale of all or substantially all of Maker’s operating assets to another person or entity, or (iv) sale of Maker substantially as a going concern followed by a liquidation of Maker (any such occurrence shall be an "Event"), is effected in such a way that holders of Common Stock are entitled to receive securities and/or assets as a result of their Common Stock ownership, then upon conversion of this Note Holder will have the right to receive the shares of stock, securities or assets which it would have received if such rights had been converted as of the record date for such Event and the Common Stock held.  Maker will not effect any Event unless it provides 15 days prior notice to Holder.

1

3.Presentment, Notice and Other Matters.  Maker and any endorser or other person liable hereunder expressly agree that (a) presentment, notice of dishonor, and protest, notice of protest and any and all demands or notices are hereby waived; (b) this Note shall be binding upon Maker and any endorser and their respective successors in interest; and (c) this Note and any payment hereunder may be extended from time to time without in any way affecting liability hereunder.

4.General.  This Note shall be governed and construed in accordance with the laws of the State of Nevada without regard to the choice of law provisions thereof.  All notices hereunder shall be in writing and delivered by personal service, facsimile or certified mail, postage prepaid.  Any notice sent by certified mail will be deemed to have been given three (3) days after the date on which it is mailed.  All other notices will be deemed given when received.  No objection may be made as to the manner of delivery of any notice actually received in writing by an authorized agent of a party.  Notices will be addressed as follows or to such other address as the party to whom the same is directed will have specified: If to Maker, Live Current Media Inc., 375 Water Street, Suite 645, Vancouver, British Columbia, V6B 5C6. If to Holder, at the address set forth on Schedule A hereto.

5.Representations and Warranties.  Holder represents and warrants that upon the conversion of this Note pursuant to Section 2, (i)  the Common Stock is being acquired for investment by the Holder, not as a nominee or agent, and not with a view to the sale or distribution of all or any part thereof in violation of the applicable securities laws; and (ii) Holder (a) has the requisite knowledge and experience to assess the relative merits and risks of an investment in the Common Stock; (b) has had full opportunity to ask questions and receive answers concerning the business of Maker; (c) can afford the complete loss of the investment in the Common Stock and (d) can provide for its current needs and possible contingencies without the need to sell or dispose of the Common Stock.

6.Legends. The Common Stock issuable upon the conversion of this Note will not be registered under the Securities Act of 1933.  Each certificate for such Common Stock will bear the following legends:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

Executed at Vancouver, British Columbia this August 17, 2009.

LIVE CURRENT MEDIA INC.

a Nevada corporation

By: /s/ C. Geoffrey Hampson          

Name: C. Geoffrey Hampson

Title: Chief Executive Officer

2

SCHEDULE A

HOLDER’S ADDRESS

_________________

_________________

_________________

3

EX-10.2

EXHIBIT 10.2

Live Current Media Closes Convertible Note Offering to Restructure Cash

 Distributions to Certain Auctomatic Shareholders

VANCOUVER, BC – August 20, 2009 – Live Current Media Inc. (OTCBB:LIVC), a media company built around content and e-commerce destinations, announced today that on August 17, 2009, it closed a convertible note offering with certain former shareholders of Entity, Inc. (“Auctomatic”), which restructures the amounts owed to such shareholders under the Agreement and Plan of Merger dated March 25, 2008 (“Merger Agreement”) between Live Current and the shareholders of Auctomatic (the “Auctomatic Shareholders”).

Pursuant to the Merger Agreement and in consideration for 100% of the outstanding shares of Auctomatic, the Auctomatic Shareholders were entitled to receive, among other things, cash consideration (the “Distribution Cash”) in the amount of $800,000 on May 22, 2009.  Live Current reached an agreement with certain of the Auctomatic Shareholders, collectively entitled to receive $424,934.40 of the Distribution Cash, to accept convertible promissory notes (the "Notes") in lieu of the cash payment.  The Notes are in the aggregate principal amount of $424,934.40 and are convertible into shares of common stock of Live Current at any time prior to the maturity of the Notes at a price per share equal to $0.25.  The Notes will be due and payable on May 22, 2010 and carry interest at the rate of ten percent (10%) per annum, with such interest beginning to accrue effective May 22, 2009. Interest under the Notes is payable quarterly in arrears. The Notes may be prepaid by Live Current at any time.  The issuance date of the Notes is August 17, 2009.

Although the Notes were offered to all of the Auctomatic Shareholders, certain Auctomatic Shareholders entitled to receive an aggregate of $375,065.60 of the Distribution Cash did not accept the offer and such cash payments remain subject to payment under the Merger Agreement.

About Live Current Media Inc.

Live Current builds, owns and operates some of the most powerful and engaging content and commerce destinations on the Internet, such as www.perfume.com and www.cricket.com. Through subject-specific DestinationHubs™, Live Current properties connect people to each other and to the information, brands, and products they are passionate about. Live Current has headquarters in Vancouver, Canada with a location in Seattle, WA and is publicly traded on the OTCBB (LIVC). For more information, visit www.livecurrent.com.

All statements in this press release that are not statements of historical fact are forward-looking statements, including the impact of a restatement of the Company’s financial results, the timeline respecting the restatement, any potential impacts on disclosure controls and procedures or internal control over financial reporting, any projections of earnings, revenue, cash or other financial items, any statements of the plans, strategies, objectives and goals of management for future operations, any statements regarding future economic conditions or performance, statements of belief and any statements of assumptions underlying any of the foregoing.  These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.  These risks and uncertainties include, but are not limited to, the Company’s ongoing investigations regarding a restatement of the Company’s financial results, and other factors.  Except as required by law, Live Current Media Inc. assumes no obligation to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

Contact:

Live Current

Andrea Laird

Investor Relations Contact

604-453-4870 or 1-866-898-4354

andrea@livecurrent.com