<HTML>
<HEAD>
<TITLE>Filed by Bowne Pure Compliance</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
<DIV style="font-size: 10pt">
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>

<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): January 12, 2009</B>



<P style="font-size: 24pt" align="center"><B>SMART MOVE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-32951</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>54-2189769</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>5990 Greenwood Plaza Blvd.
#390<BR>
Greenwood Village, CO <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>80111</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(720) 488-0204</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>



<DIV
style="margin-top: 10pt; font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>
<DIV
style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Forward Looking Statements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Statements in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Smart Move, Inc.&#146;s beliefs, expectations,
intentions or strategies for the future, may be &#147;forward-looking statements&#148; under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding
expected financing or funding transactions and any statements identified by forward looking terms
such as &#147;may,&#148; &#147;will,&#148; &#147;would,&#148; &#147;expect,&#148; &#147;plan,&#148; &#147;anticipate&#148; or &#147;project.&#148; These statements are
subject to risks and uncertainties which could cause actual results to differ materially from such
statements, including, among others, risks relating to general economic conditions affecting the
Company&#146;s operations or the demand for its services and any delay or failure of the Company to
complete any funding or financing transaction at levels sufficient to meet its working capital
requirements. Smart Move has included a discussion of these and other pertinent risk factors in
its Annual Report on Form-KSB for 2007 and in Quarterly Reports on Form 10-Q for the first, second
and third quarters of 2008. Smart Move disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On
January&nbsp;12, 2009, Smart Move, Inc. (the &#147;Company&#148;) entered into the material agreement described
in Item&nbsp;2.03, below, and attached as Exhibit&nbsp;4.1 which is a Bridge Loan Agreement with Thomas P.
Grainger by which the Company obtained gross loan proceeds of $300,000. The Company and the
Investor also entered into a Debenture in the form attached hereto as Exhibit&nbsp;4.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In accordance with rules of the American Stock Exchange, the Audit Committee of the Board of
Directors of Smart Move, Inc. reviewed the terms of the proposed transaction with a related person
to determine whether the arrangements would be consistent with the best interests of the Company
and its stockholders. Based upon the transaction terms and conditions to be applicable under the
terms of agreement proposed, the Company&#146;s current need for funding to maintain operations and its
delays in securing equity capital at higher targeted levels, the Committee concluded that the
transaction terms proposed are fair and reasonable under all of the circumstances, and are in, or
not inconsistent with, the best interests of the Company and its stockholders. The Committee also
noted that the terms were no less favorable to the Company than terms that would be obtainable at
the current time by the Company for a comparable transaction in arms&#146; length dealings negotiated in
good faith with unrelated third parties. The Committee took into account in its determination the
probability that shares issuable to the investor as compensation for extension of the maturity date
would likely become issuable in view of the uncertainty that the Company would be able to complete
an equity raise at the level of $8,000,000, and that the terms and conditions would include
appropriate provisions confirming the purchaser&#146;s passive investment intent and to ensure no change
of control could be triggered by any securities issuances or the exercise of purchase rights under
the warrant.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;2.03. Creation of a Direct Financial Obligation</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On
January&nbsp;12, 2009, a Bridge Loan Agreement in the form attached as Exhibit&nbsp;4.1, was entered into
between the Company and Thomas P. Grainger for a short term loan in the principal amount of
$300,000 bearing interest at 12% per annum. Although the loan maturity date is specified as
February&nbsp;15, 2009, the agreement specifies automatic extension of the maturity date until June&nbsp;1,
2009 unless the Company completes one or more new financings aggregating $8,000,000. The loan is
secured to the extent of principal and interest not to exceed $245,000 by 800 SmartVault containers
on a pro rata and pari passu basis with holders of security in the same assets with respect to
$1,255,000 of existing indebtedness. The loan bears interest at the rate of 12% per annum, payable
monthly and at maturity. The Company paid a placement agent that is a registered FINRA broker a
fee equal to 6% of the gross proceeds at the closing of the bridge loan. The terms of the bridge
loan include conditional issuances of restricted securities to the lender as described in Item
3.02. The Company and the Investor also entered into a Debenture, a copy of the form of which is
attached hereto as Exhibit&nbsp;4.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;3.02. Unregistered Sales of Securities</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In connection with the bridge loan funding described in Items 1.02 and 2.03 above, and as
additional risk-related consideration agreed to be paid to the lender for making the short-term
loan on an unsecured basis, the Company issued its secured 12% debenture and also agreed, subject
to satisfaction of approval requirements to issue restricted common stock at the maturity date
along with warrants to purchase common stock, also constituting restricted securities. The stated
Maturity Date of February&nbsp;15, 2009 will be automatically extended until June&nbsp;1, 2009 unless an
equity raise of at least $8,000,000 occurs, which is currently not expected to occur prior to the
latest maturity date. Assuming that the automatic extension to June&nbsp;1, 2009 will be applicable, on
February&nbsp;15, 2009, the Company will accrue an obligation to issue 5,000,000 shares of its common
stock at the final maturity date and will also accrue an obligation to issue restricted common
stock to the investor at the final maturity date in the amount of 2,500,000 shares as of each of
February&nbsp;15, March&nbsp;15, April&nbsp;15, and May&nbsp;15, 2009, along with warrants issuable at each such date
granting a right to acquire 225% of the restricted common stock at an exercise price equal to 110%
of the market price of the Company&#146;s common stock on the date of closing or applicable date of
vesting of extension consideration shares. The lender is an accredited investor as defined in Rule
501(a) of Regulation&nbsp;D, as amended, under the Securities Act of 1933, as amended (&#147;the 1933 Act&#148;)
and the Company relied upon the exemption from securities registration afforded by the provisions
of Rule&nbsp;506 of Regulation&nbsp;D, under the Securities Act of 1933. A placement agent fee equal to 6% of
the gross bridge loan proceeds was paid by the Company to a registered FINRA broker at the Closing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Company and the Investor also entered into a Debenture, a copy of the form of which is attached
hereto as Exhibit&nbsp;4.2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">(d)&nbsp;Exhibits:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">EX 4.1-
Bridge Loan Agreement dated as of January&nbsp;12, 2009 among the Company and Thomas P. Grainger
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">EX 4.2- 10% Unsecured Debenture
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">SMART MOVE, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: January 16, 2009&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left">/s/ Edward Johnson
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c79555e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 13868}]
{"company-data": {"conformed-name": "SMART MOVE, INC.", "cik": "0001349108", "assigned-sic": "4213", "irs-number": "542189769", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32951", "film-number": "09532377"}, "business-address": {"street1": "5990 GREENWOOD PLAZA BLVD", "street2": "SUITE 390", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111", "phone": "720-488-0204"}, "mail-address": {"street1": "5990 GREENWOOD PLAZA BLVD", "street2": "SUITE 390", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111"}}
Filed by Bowne Pure Compliance
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): January 12, 2009
SMART MOVE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-32951
54-2189769
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5990 Greenwood Plaza Blvd.
#390
Greenwood Village, CO
80111
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(720) 488-0204
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))
Forward Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Smart Move, Inc.'s beliefs, expectations,
intentions or strategies for the future, may be "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding
expected financing or funding transactions and any statements identified by forward looking terms
such as "may," "will," "would," "expect," "plan," "anticipate" or "project." These statements are
subject to risks and uncertainties which could cause actual results to differ materially from such
statements, including, among others, risks relating to general economic conditions affecting the
Company's operations or the demand for its services and any delay or failure of the Company to
complete any funding or financing transaction at levels sufficient to meet its working capital
requirements. Smart Move has included a discussion of these and other pertinent risk factors in
its Annual Report on Form-KSB for 2007 and in Quarterly Reports on Form 10-Q for the first, second
and third quarters of 2008. Smart Move disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 1.01. Entry into a Material Definitive Agreement
On
January 12, 2009, Smart Move, Inc. (the "Company") entered into the material agreement described
in Item 2.03, below, and attached as Exhibit 4.1 which is a Bridge Loan Agreement with Thomas P.
Grainger by which the Company obtained gross loan proceeds of $300,000. The Company and the
Investor also entered into a Debenture in the form attached hereto as Exhibit 4.2.
In accordance with rules of the American Stock Exchange, the Audit Committee of the Board of
Directors of Smart Move, Inc. reviewed the terms of the proposed transaction with a related person
to determine whether the arrangements would be consistent with the best interests of the Company
and its stockholders. Based upon the transaction terms and conditions to be applicable under the
terms of agreement proposed, the Company's current need for funding to maintain operations and its
delays in securing equity capital at higher targeted levels, the Committee concluded that the
transaction terms proposed are fair and reasonable under all of the circumstances, and are in, or
not inconsistent with, the best interests of the Company and its stockholders. The Committee also
noted that the terms were no less favorable to the Company than terms that would be obtainable at
the current time by the Company for a comparable transaction in arms' length dealings negotiated in
good faith with unrelated third parties. The Committee took into account in its determination the
probability that shares issuable to the investor as compensation for extension of the maturity date
would likely become issuable in view of the uncertainty that the Company would be able to complete
an equity raise at the level of $8,000,000, and that the terms and conditions would include
appropriate provisions confirming the purchaser's passive investment intent and to ensure no change
of control could be triggered by any securities issuances or the exercise of purchase rights under
the warrant.
2
Item 2.03. Creation of a Direct Financial Obligation
On
January 12, 2009, a Bridge Loan Agreement in the form attached as Exhibit 4.1, was entered into
between the Company and Thomas P. Grainger for a short term loan in the principal amount of
$300,000 bearing interest at 12% per annum. Although the loan maturity date is specified as
February 15, 2009, the agreement specifies automatic extension of the maturity date until June 1,
2009 unless the Company completes one or more new financings aggregating $8,000,000. The loan is
secured to the extent of principal and interest not to exceed $245,000 by 800 SmartVault containers
on a pro rata and pari passu basis with holders of security in the same assets with respect to
$1,255,000 of existing indebtedness. The loan bears interest at the rate of 12% per annum, payable
monthly and at maturity. The Company paid a placement agent that is a registered FINRA broker a
fee equal to 6% of the gross proceeds at the closing of the bridge loan. The terms of the bridge
loan include conditional issuances of restricted securities to the lender as described in Item
3.02. The Company and the Investor also entered into a Debenture, a copy of the form of which is
attached hereto as Exhibit 4.2.
Item 3.02. Unregistered Sales of Securities
In connection with the bridge loan funding described in Items 1.02 and 2.03 above, and as
additional risk-related consideration agreed to be paid to the lender for making the short-term
loan on an unsecured basis, the Company issued its secured 12% debenture and also agreed, subject
to satisfaction of approval requirements to issue restricted common stock at the maturity date
along with warrants to purchase common stock, also constituting restricted securities. The stated
Maturity Date of February 15, 2009 will be automatically extended until June 1, 2009 unless an
equity raise of at least $8,000,000 occurs, which is currently not expected to occur prior to the
latest maturity date. Assuming that the automatic extension to June 1, 2009 will be applicable, on
February 15, 2009, the Company will accrue an obligation to issue 5,000,000 shares of its common
stock at the final maturity date and will also accrue an obligation to issue restricted common
stock to the investor at the final maturity date in the amount of 2,500,000 shares as of each of
February 15, March 15, April 15, and May 15, 2009, along with warrants issuable at each such date
granting a right to acquire 225% of the restricted common stock at an exercise price equal to 110%
of the market price of the Company's common stock on the date of closing or applicable date of
vesting of extension consideration shares. The lender is an accredited investor as defined in Rule
501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended ("the 1933 Act")
and the Company relied upon the exemption from securities registration afforded by the provisions
of Rule 506 of Regulation D, under the Securities Act of 1933. A placement agent fee equal to 6% of
the gross bridge loan proceeds was paid by the Company to a registered FINRA broker at the Closing.
The Company and the Investor also entered into a Debenture, a copy of the form of which is attached
hereto as Exhibit 4.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
EX 4.1-
Bridge Loan Agreement dated as of January 12, 2009 among the Company and Thomas P. Grainger
EX 4.2- 10% Unsecured Debenture
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
SMART MOVE, INC.
Date: January 16, 2009
By:
/s/ Edward Johnson
3