UNITED STATES
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):
  
March 5, 2010
 
Smart Online, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-32634
  
95-4439334
(State or other jurisdiction
  
(Commission
  
 (I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)

4505 Emperor Blvd., Suite 320,
Durham, North Carolina
  
27703
 (Address of principal executive offices)
  
 (Zip Code)

Registrant’s telephone number, including area code:
  
919-765-5000
 
Not Applicable
Former name or former address, if changed since last report
 
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:
 
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 CFR 240.14a-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 240.13e-4(c))
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On March 5, 2010, Smart Online, Inc. (the “Company”) entered into the Fourth Amendment to Convertible Secured Subordinated Note Purchase Agreement, Second Amendment to Convertible Secured Subordinated Promissory Notes and Third Amendment to Registration Rights Agreement (the “Fourth Amendment”) with the holders of a majority of the aggregate outstanding principal amount of the Notes issued by the Company under the Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007, as amended (as so amended, the “Note Purchase Agreement”).  The Fourth Amendment extends the original maturity date of the Notes from November 14, 2010 to November 14, 2013, and amends the Note Purchase Agreement and the Registration Rights Agreement, dated November 14, 2007, to reflect this extension.
 
Item 9.01
  Financial Statements and Exhibits

(d) Exhibits

The following Exhibit is furnished with this Report:

Exhibit 99.1
Fourth Amendment to Convertible Secured Subordinated Note Purchase Agreement,
 
Second Amendment to Convertible Secured Subordinated Promissory Notes and Third
 
Amendment to Registration Rights Agreement, dated March 5, 2010, by and among
 
Smart Online, Inc., Atlas Capital S.A. and Crystal Management Ltd.
 
 
 
 
 
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.
 
   
Smart Online, Inc.
  
      
March 10, 2010
  
By:
/s/ Dror Zoreff
     
Name: Dror Zoreff
     
Title: Chairman of the Board
 
 
 
 

Exhibit Index

Exhibit No.
  
Description
     
99.1
  
Fourth Amendment to Convertible Secured Subordinated Note Purchase
   
Agreement, Second Amendment to Convertible Secured Subordinated
   
Promissory Notes and Third Amendment to Registration Rights Agreement,
   
dated March 5, 2010, by and among Smart Online, Inc., Atlas Capital S.A. and
   
Crystal Management Ltd.