UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
(Amendment
No. 2)
Information Statement Pursuant to Section
14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
x
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Preliminary Information Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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¨
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Definitive Information Statement
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ADAPTIVE MEDIAS, INC.
(Name of Registrant as Specified in its
Charter)
Payment of Filing Fee (Check the appropriate box):
x
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No fee required.
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¨
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Fee computed on table below per Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ADAPTIVE MEDIAS, INC.
16795 Von Karman, #240
Irvine, CA 92606
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT
OF OUR MAJORITY SHAREHOLDERS
Dear Shareholders:
We are writing to advise
you that our Board of Directors and the holders of a majority of our outstanding common stock, $0.001 par value (the
“Common Stock”), have approved:
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1.
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An amendment to the Amended and Restated Adaptive
Medias, Inc. 2010 Stock Incentive Plan, attached hereto as
Exhibit A
, in order
to increase the maximum aggregate number of shares that may be issued thereunder to 30,000,000;
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2.
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An acquisition by the Company of certain assets of OneScreen, Inc., a Delaware corporation
(“OneScreen”),
via its spun-off former subsidiary, Media
Graph, Inc., a Nevada corporation (“Media
Graph”); and
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3.
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A reverse split of our issued and outstanding shares of Common Stock,
at a
ratio of up to 1-for-30, which ratio shall be determined by our Board of Directors in its sole discretion, and which shall
be
effectuated, if at all, during the 2014 calendar year.
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With the exception
of Item 1 above, which was approved by our Board of Directors on December 4, 2013, these actions were approved on April 14, 2014 by
our Board of Directors. In addition, these actions were approved by a majority of our shareholders by written consent in lieu of a
special meeting effective April 14, 2014 in accordance with the relevant sections of the Nevada Revised Statutes.
WE ARE NOT ASKING YOU
FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required
by you. The accompanying Information Statement is furnished only to inform shareholders of the action taken by written
consent described above before they take effect in accordance with Rule 14c-2, promulgated under the Securities Exchange Act of
1934, as amended. The Information Statement is first being mailed to you on or about [____], 2014.
The Information Statement
is for information purposes only and explains the action taken by written consent. Please read the accompanying Information
Statement carefully.
June 4, 2014
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Very truly yours,
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/s/ Qayed Shareef
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Qayed Shareef
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Chief Executive Officer
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ADAPTIVE MEDIAS, INC.
16795 Von Karman, #240
Irvine, CA 92606
INFORMATION STATEMENT REGARDING ACTION
TO BE TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement
is being sent by first class mail to all record and beneficial owners of the Common Stock of Adaptive Medias,
Inc., a Nevada corporation, which we refer to herein as “Company,” “we,” “our,” or “us.” The
mailing date of this Information Statement is on or about [____], 2014. The Information Statement has been filed with
the Securities and Exchange Commission (the “SEC”) and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), to notify our shareholders of an action we are taking pursuant
to written consents of a majority of our shareholders in lieu of a meeting of shareholders.
On April 14, 2014,
the record date for determining the identity of shareholders who are entitled to receive this Information Statement, we had 168,261,824
shares of Common Stock issued and outstanding. The Common Stock constitutes the sole outstanding class of voting securities. Each
share of Common Stock entitles the holder thereof to one vote on all matters submitted to shareholders.
NO VOTE OR OTHER
CONSENT OF OUR SHAREHOLDERS IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
With the exception
of Item 1, below, which was approved by our Board of Directors on December 4, 2013, on or around April 14, 2014, our Board of Directors
approved:
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1.
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An amendment to the Amended and Restated Adaptive
Medias, Inc. 2010 Stock Incentive Plan, attached hereto as
Exhibit A
, in
order to increase the maximum aggregate number of shares that may be issued thereunder from 15,000,000 to 30,000,000;
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2.
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An acquisition by the Company of certain assets of OneScreen via its spun-off subsidiary, Media
Graph; and
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3.
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A reverse split of our issued and outstanding shares of Common Stock at a ratio
of up to 1-for-30, which ratio shall be determined by our Board of Directors in its sole discretion, and which shall be effectuated,
if at all, during the 2014 calendar year.
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On April 14, 2014 shareholders
who beneficially own in the aggregate 84,596,274 shares, or approximately 50.33% of our issued and outstanding Common Stock, consented
in writing to the above action in accordance with the Nevada Revised Statutes.
The elimination of
the need for a meeting of shareholders to approve this action is made possible by Section 78.320 of the Nevada Revised Statutes,
which provides that any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting
if, before or after the action, a written consent thereto is signed by shareholders holding at least a majority of the voting power.
In order to eliminate the costs involved in holding a special meeting, our Board of Directors voted to utilize the written consent
of the holders of a majority in interest of our voting securities. In the ordinary course, future issuances of shares, up to the
authorized number of shares provided for in our Articles of Incorporation, will not require the approval of our shareholders under
Nevada law.
The entire
cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries,
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by
them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
The actions approved by our shareholders are as follows:
Item 1
Amendment to 2010 Amended and Restated
2010 Stock Incentive Plan
On December 4,
2013, the Company’s Board of Directors approved an amendment (the “Plan Amendment”) to the Company’s
Amended and Restated 2010 Stock Incentive Plan, subject to shareholder approval, to increase the number of
shares authorized to be issued thereunder from 15,000,000 to 30,000,000. On April 14, 2014, the shareholders of the Company
formally approved the Plan Amendment by written consent.
The following table sets forth certain information regarding
the Company’s Amended and Restated 2010 Stock Incentive Plan as of December 31, 2013.
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Number
of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average
exercise
price of outstanding options, warrants and rights
(b)
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Number
of securities
remaining available for future issuance under equity compensation plans (excluding securities
reflected
in column(a))
(c)
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Equity compensation plans approved by security holders
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14,261,667
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(1)
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$
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0.13
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438,883
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Equity compensation plans not approved by security holders
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2,000,000
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(2)
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$
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.08
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13,000,000
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Total
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16,261,667
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$
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0.12
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13,438,333
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(1) Consists of our Amended and Restated
2010 Stock Incentive Plan. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights,
restricted stock, restricted stock units, and other stock-based awards to the Company’s employees, Officers, Directors or
consultants. The Board of Directors administers the Plans, selects the individuals to whom awards will be granted, determines the
number of awards to be granted, and the term and exercise price of each award. Stock options granted pursuant to the terms of the
Plans are generally granted with an exercise price of 100% of the fair market value on the date of the grant (110% for awards issued
to a 10% or more stockholder). The term of the options granted under the Plans cannot be greater than 10 years; 5 years for a 10%
or more stockholder. Options vest at varying rates.
(2) On December 3, 2013, the Company’s
Board of Directors approved the Amended and Restated 2010 Stock Incentive Plan which increased the number of shares issuable pursuant
to the Plan by 15,000,000 to 30,000,000 shares.
Item 2
Acquisition of Certain Assets of OneScreen,
Inc.
On April 14, 2014,
the Board of Directors approved the acquisition (the “Acquisition”) of certain assets of OneScreen which immediately
prior to the Acquisition will be held by OneScreen’s spun-off former subsidiary, Media Graph, in exchange for 150,000,000
shares of the Company’s Common Stock on a pre-Reverse Split basis (the “OneScreen Stock Issuance”), pursuant
to terms to be negotiated. WNA Technologies, a company owned by Norman Brodeur, Chief Executive Officer of OneScreen, owns
8,166,666 shares, approximately 4.43%, of the Company’s common stock. Through such investment, Mr. Brodeur developed a relationship
with the Company, which led to a certain Management and Consulting Technology License Agreement between OneScreen and the Company,
effective as of December 1, 2013 and filed with the SEC on February 13, 2014 (SEC Accession No. 0001144204-14-008226) (the “Management
and Consulting Agreement”). The successful contractual relationship led to further discussions, resulting in the decision
to merge the two companies. The Company is not aware of any material relationships between the Company and its affiliates or between
OneScreen and its affiliates other than as disclosed herein or in previous filings with the SEC.
The assets to be
acquired consist solely of intellectual property which will be used to enhance the Company’s end-to-end audience and content
monetization platform for display, mobile, and video advertising across all digital channels and environments. This includes video
storage and hosting, video encoding, content management, HTML5/Flash video players, and advertising inventory management.
OneScreen shareholders
will receive consideration equal to approximately $16,500,000, which reflects the Company's estimate of the value of assets to
be acquired. This estimate value is based on the number of shares to be issued to OneScreen’s shareholders and the Company's
average trading price over the last fifty days of $0.11 per share. The Board of Directors determined, in its reasonable
business judgment, that the valuation was appropriate by considering the current close and continuing contractual relationship
between the Company and OneScreen, evaluating the Company's expected use of the assets to be acquired, reviewing OneScreen's operating
assets and revenues in relation to valuations of several similar companies, and considering a 2013 third party valuation of OneScreen.
In the 2013 valuation, the implied value of OneScreen was approximately $17,746,000. OneScreen obtained this valuation
from a leading international audit, tax, and advisory firm in connection with an unrelated transaction which was ultimately terminated.
The Company’s Board of Directors determined that such third party valuation is applicable as an additional data point related
to the proposed acquisition by the Company.
The Board of Directors
determined, in an arm’s length discussion, that structuring the transaction as an asset purchase in exchange for Company
stock is in the best interests of the Company and its shareholders. The Company does not have sufficient cash to proceed with
a cash-for-stock or cash-for-assets transaction. Furthermore, the Company is only interested in acquiring certain assets from
OneScreen and does not wish to acquire any liabilities.
The Company
currently has 184,316,319 shares of Common Stock authorized and outstanding out of 300,000,000 shares of Common Stock
authorized. Since it is contemplated that, as consideration for the Acquisition, the Company would issue 150,000,000 shares
of its Common Stock, the Company lacks a sufficient number of shares to consummate the Acquisition without first effectuating
the Reverse Split. Thus, a potential disadvantage to the Acquisition is that the OneScreen Stock Issuance would substantially
dilute the Common Stock holdings of our existing shareholders, causing the recipients of the OneScreen Stock Issuance to
acquire approximately 47.2% of the Company’s outstanding Common Stock as a direct result of the Acquisition.
Media Graph’s
office is located at 520 Broadway, Suite 350, Santa Monica, California 90401. Management has determined, through the exercise
of good faith and reasonable business judgment, that the Acquisition will provide the Company with certain intellectual property
assets that will support and grow the Company’s current business.
Item 3
Reverse Stock Split
On April 14, 2014,
the shareholders of the Company authorized our Board of Directors to effectuate a reverse stock split, in such Board’s discretion
(the “Reverse Stock Split”), if at all. The Reverse Stock Split would cause up to thirty (30) issued and outstanding
shares of the Company’s Common Stock to be changed and converted into one (1) share of Common Stock in the Board’s absolute discretion—to be effectuated, if at all, during the 2014 calendar year.
If the Reverse
Split is effected by the Board of Directors, then the Company will continue to have 300,000,000 shares of Common Stock authorized
for issuance but the number of outstanding shares of the Company’s Common Stock will be reduced from 184,316,319 shares
to as few as approximately 6,100,000 shares. Each shareholder entitled to a fractional share of the Company’s Common Stock
as a result of the Reverse Split will receive a whole share of the Company’s Common Stock in lieu of the fractional share.
Once the Company effectuates the Reverse Split, the Company will have up to approximately 294,000,000 authorized but unissued
shares of Common Stock available for issuance.
The authorized but
unissued shares of Common Stock will be available for issuance from time to time as may be deemed advisable by the Board of Directors
for various purposes including, but not limited to, the Acquisition, should it be consummated, the issuance of Common Stock in
connection with the exercise of outstanding warrants or other convertible or derivative securities that have been or may be issued
by the Company, the issuance of Common Stock in financing or acquisition transactions and the issuance of Common Stock to consultants,
contractors or employees. The Board of Directors will be able to authorize the issuance of Common Stock for these
transactions without the necessity, and related costs and delays, of either calling a special shareholders’ meeting or waiting
for the regularly scheduled annual meeting of shareholders in order to increase the authorized capital.
The Reverse Stock Split
is not intended to have an anti-takeover effect and is not part of any series of anti-takeover measures included in the Articles
of Incorporation or the bylaws of the Company in effect on the date of this Information Statement. However, the additional authorized
and unissued shares of Common Stock could be issued to make any attempt to gain control of the Company or the Board of Directors
more difficult or time consuming and to make it more difficult to remove management. (See “Effect of Reverse Split and Potential
Anti-Takeover Effect” below).
Criteria for Determining the Split Ratio
The Board shall determine
the split ratio based upon a review of the capital structure of the Company, including shares and convertible instruments outstanding,
share price, general market conditions and the potential benefits that may result from the Reverse Split.
The Reverse Stock Split
The following table
reflects the number of shares of Common Stock that would be outstanding as a result of the Reverse Split and the approximate percentage
reduction in the number of outstanding shares based on approximately 184,316,319 shares of Common Stock that are anticipated
to be outstanding on the date of the Reverse Split.
Proposed
Reverse
Split
Ratio
|
|
Percentage
Reduction
|
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Approximate
Shares
of
Common Stock
to
be Outstanding
After
the Reverse Split
|
1-for-10 reverse split
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90.0%
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18,431,632
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1-for-20 reverse split
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95.0%
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9,215,816
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1-for-30 reverse split
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96.7%
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6,143,877
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Effectiveness of the Reverse Stock Split and Mechanism for
Share Exchange
The Reverse Split
will become effective with the approval by the Board of Directors and the completion of all necessary filings with the Nevada
Secretary of State, as required by the Nevada Revised Statutes (the “Split Effective Date”). The Board of
Directors may abandon the Reverse Split if it determines that it is in the best interests of the Company and our shareholders
to do so. The Company must effectuate the Reverse Split before January 1, 2015. If the Company fails to do so before
that date, the authority will lapse.
On the Split Effective
Date, each two (2) to thirty (30) shares of the Company’s Common Stock issued and outstanding or held as unissued immediately
prior to the Split Effective Date will automatically, without any action on the part of the
holder thereof, be reclassified and changed into one (1) share of Common Stock which the Company will be authorized to issue immediately
following the Split Effective Date. If any conversion would create a fractional share, the fractional
share will be disregarded and the number of shares of Common Stock issuable upon the conversion, in the aggregate, will be rounded
up to the nearest whole number of shares of Common Stock.
The table below illustrates,
as of the date of this Information Statement, the number of shares of Common Stock that are issued and outstanding, the number
of shares of Common Stock available for issuance and the number of shares of Common Stock that are authorized.
Number of Shares
Outstanding
|
|
Number
of
Shares Available for Issuance
|
|
Number
of Shares
Authorized
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184,316,319
|
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115,683,681
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300,000,000
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Giving effect to the Reverse Split and assuming
no change to the number of shares of Common Stock that are issued and outstanding on the date of this Information Statement, the
table below illustrates the number of shares of Common Stock that will be issued and outstanding, the number of shares of Common
Stock that will be available for issuance and the number of shares of Common Stock.
Number of Shares
Outstanding
|
|
Number
of
Shares Available for Issuance
|
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Number of Shares
Authorized
|
6,143,877
|
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293,856,123
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300,000,000
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* Based on a 30-1 Reverse Split ratio, the maximum
authorizable by the Board of Directors.
Other than the
Acquisition, and as required if holders of our warrants or stock options exercise them, we have no plans, proposals or arrangements
to issue the additional shares that will be unreserved and available for issuance as a result of the Reverse Split. We currently
have outstanding warrants and options for the purchase of 90,660,135 shares of Common Stock.
Effect of Reverse Split and Potential Anti-Takeover Effect
Except as set forth
under Proposal 2, above, management does not anticipate that our financial condition, the percentage ownership of the Company’s
Common Stock by management, the number of our shareholders, or any aspect of our business will materially change as a result of
the Reverse Split. Because the Reverse Split will apply to all issued and outstanding shares of Common Stock and outstanding rights
to purchase Common Stock or to convert other securities into Common Stock, the proposed Reverse Split will not alter the relative
rights and preferences of existing shareholders. However, as noted above, the number of authorized shares of Common Stock will
remain at 300,000,000, but the number of shares of Common Stock outstanding will be decreased. As a result, we could potentially
issue a total of up to approximately 293,856,123 (assuming a 30 for 1 Reverse Split) additional shares of Common Stock, as opposed
to a total of approximately 115,683,681 additional shares of Common Stock that would have been available to issue had the Reverse
Split not occurred.
The increase in our
authorized shares will not be used by management to make it more difficult or to discourage a future merger, tender offer or proxy
contest or the removal of incumbent management. This proposal is not the result of management’s knowledge of an effort to
accumulate our securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.
Neither our Articles
of Incorporation nor our bylaws presently contain any provisions having anti-takeover effects and this proposal is not a plan by
management to adopt a series of amendments to our Articles of Incorporation or bylaws to institute anti-takeover provisions. We
do not presently have any plans or proposals to adopt other provisions or enter into other arrangements that may have material
anti-takeover consequences.
There are no rules
or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which
completes a reverse stock split.
Advantages and Disadvantages of the Reverse Split
Management believes
that the Reverse Split may result in an increase to the trading price of the Company’s Common Stock and enhance its marketability
to the financial community. The potential increases in the trading price and greater interest from the financial community could
ultimately improve the trading liquidity of the Company’s Common Stock.
A potential disadvantage
to the Reverse Stock Split is that we may issue the additional shares of Common Stock, which could substantially dilute the Common
Stock holdings of our existing shareholders.
FORWARD-LOOKING INFORMATION
This Information Statement
and other reports that we file with the SEC contain certain forward-looking statements relating to future events performance. In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe, ” “estimate,”
“predict,” “potential,” “continue,” or similar terms, variations of such terms or the negative
of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors,
including those risks discussed elsewhere herein. Although forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated
in such statements. Except as required by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these statements to actual results.
OUTSTANDING VOTING SECURITIES
AND CONSENTING SHAREHOLDERS
As of the date of the consent by the majority
shareholders on April 14, 2014, we had issued and outstanding 168,076,986 shares of Common Stock and had not issued any preferred
stock. Each share of Common Stock is entitled to one vote on matters submitted for shareholder approval.
On April 14, 2014,
the holders of 84,596,274
shares (or approximately 50.33% of the shares of Common Stock then outstanding) executed and delivered
to the Board of Directors written consents approving the action. Because the action was approved by shareholders holding
a majority of our outstanding shares, no proxies are being solicited with this Information Statement.
The consenting shareholders are set forth
below:
Name
|
|
Number of Shares
|
|
|
Percent
|
|
|
|
|
|
|
|
|
Qayed Shareef
|
|
|
18,628,900
|
|
|
|
11.08
|
%
|
Benjamin Padnos
|
|
|
8,447,314
|
|
|
|
5.03
|
%
|
WNA Technologies, Inc.
|
|
|
7,066,666
|
|
|
|
4.20
|
%
|
Kasian Franks
|
|
|
7,050,000
|
|
|
|
4.19
|
%
|
Richard A. Gates
|
|
|
5,413,883
|
|
|
|
3.22
|
%
|
Imperial Asset Group
|
|
|
5,333,333
|
|
|
|
3.17
|
%
|
Elliott-Hall Company Limited Partnership
|
|
|
4,000,000
|
|
|
|
2.38
|
%
|
Elliott Management Company 401 (K)
|
|
|
3,166,667
|
|
|
|
1.88
|
%
|
NUWA Group, LLC
|
|
|
3,000,000
|
|
|
|
1.78
|
%
|
John B. Strong
|
|
|
2,936,667
|
|
|
|
1.75
|
%
|
Stephen L. Elliott
|
|
|
2,083,334
|
|
|
|
1.24
|
%
|
Kim Reed Perell
|
|
|
2,790,550
|
|
|
|
1.66
|
%
|
Damian Ancukiewicz
|
|
|
2,491,947
|
|
|
|
1.48
|
%
|
Nicolas Borensztein
|
|
|
2,491,946
|
|
|
|
1.48
|
%
|
Insight Capital Consultants Corporation
|
|
|
2,000,000
|
|
|
|
1.19
|
%
|
Sulaiman Aziz
|
|
|
1,480,000
|
|
|
|
0.88
|
%
|
Bret Krogman
|
|
|
1,116,667
|
|
|
|
0.66
|
%
|
David N. Dodge, Trustee
David and Linda Dodge Family Trust U/A/D 3/12/2004
|
|
|
1,000,000
|
|
|
|
0.59
|
%
|
Hoomaun Ataei
|
|
|
980,000
|
|
|
|
0.58
|
%
|
Omar Akram
|
|
|
980,000
|
|
|
|
0.58
|
%
|
Ignite Capital Partners, Inc.
|
|
|
925,000
|
|
|
|
0.55
|
%
|
StartEngine Fund I LP
|
|
|
800,900
|
|
|
|
0.48
|
%
|
Meghan O'Holleran
|
|
|
312,500
|
|
|
|
0.19
|
%
|
Julia Ferro
|
|
|
100,000
|
|
|
|
0.06
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
84,596,274
|
|
|
|
50.33
|
%
|
SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information with respect to the beneficial ownership of our common stock:
|
•
|
each shareholder believed to be the beneficial owner
of more than 5% of our Common Stock;
|
|
•
|
each of our directors and executive officers; and
|
|
•
|
all of our directors and executive officers as a group.
|
Beneficial
ownership is determined in accordance with the rules of the SEC. A person is deemed to be the beneficial owner of
securities that can be acquired by such a person within 60 days, including but not limited to the right to acquire through
the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined
by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days have been exercised.
Unless otherwise indicated,
the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite
the shareholder’s name.
The percentage of class beneficially
owned set forth below is based on 184,316,319 shares of common stock currently outstanding.
Name
and Address
|
|
Number of Shares
of Common Stock
Beneficially Owned
|
|
|
Percent
of
Class (1)
|
|
Directors
and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qayed
Shareef, CEO and Director (2)
|
|
|
18,628,900
|
|
|
|
10.11
|
%
|
Omar Akram, Director
(2)
|
|
|
1,480,000
|
|
|
|
0.80
|
%
|
Bruce Wiseman, Director (2)
|
|
|
0
|
|
|
|
0
|
%
|
Bryan Nguyen, Chief Technology Officer (2)
|
|
|
250,000
|
|
|
|
0.14
|
%
|
|
|
|
|
|
|
|
|
|
All
directors and officers as a group (4 persons):
|
|
|
20,358,900
|
|
|
|
11.05
|
%
|
|
|
|
|
|
|
|
|
|
5%
Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qayed Shareef (2)
|
|
|
18,628,900
|
|
|
|
10.11
|
%
|
|
(1)
|
The percent
of class is based on 184,316,319 shares of our common stock currently issued and outstanding.
|
|
(2)
|
The address for these persons is 16795 Von Karman #240,
Irvine, CA 92606.
|
DISSENTERS’ RIGHTS
There is no provision
in the Nevada Revised Statutes or in our Articles of Incorporation or bylaws, providing our shareholders with dissenters' rights
of appraisal to demand payment in cash for their shares of common stock in connection with the implementation of any of the actions
described in this Information Statement.
DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS
Only one Information
Statement will be delivered to multiple shareholders sharing an address, unless contrary instructions are received from one or
more of such shareholders. Upon receipt of a written request at the address noted above, the Company will deliver a single copy
of this Information Statement and future shareholders communication documents to any shareholders sharing an address to which multiple
copies are now delivered.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly,
and current reports and other information with the SEC that contain additional information about Novint. You can inspect
and copy these materials at the public reference facilities of the SEC’s office located at 100 F Street, NE, Washington,
D.C. 20549 and on its web site at http://www.sec.gov. You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section. Those persons in the United States may also call 1-202-551-8090 for further information.
Exhibit A
AMENDMENT TO
AMENDED AND RESTATED ADAPTIVE MEDIAS,
INC.
2010 Stock Incentive Plan
AMENDMENT NO. 1
TO THE
MIMVI, INC.
AMENDED AND RESTATED 2010 STOCK INCENTIVE
PLAN
This Amendment No.
1 to the Mimvi, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”) has been approved by the sole director
of Adaptive Medias, Inc. (the “Company”) and shall be effective upon approval by the shareholders of the Company.
The Plan is hereby
amended as follows:
|
1.
|
The corporate name of the Company is amended to “Adaptive Medias, Inc.”; and
|
|
2.
|
The first sentence of Section 3(a) is amended and restated to read as follows: Subject to the provisions
of
Section 10
of the Plan, the maximum aggregate number of Shares which may be issued pursuant to Awards granted
under the Plan is Thirty Million (30,000,000) Shares (the “
Fungible Pool Limit
”).
|
IN WITNESS OF THE FOREGOING,
the undersigned Chief Executive Officer of Adaptive Medias, Inc. (the “Company”), certified that the foregoing amendment
to the Amended and Restated 2010 Stock Incentive Plan was duly adopted by the Company’s sole director on December 4, 2013.
|
/s/ Qayed Shareef
|
|
|
Qayed Shareef
|
|
Chief Executive Officer
|