ADTM Adaptive Medias Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

 

Form 8-K/A

 

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 25, 2015

 

Adaptive Medias, Inc.

(Exact name of registrant as specified in its charter)

 

000-54074

(Commission File Number)

 

Nevada		26-0685980
(State or other jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

 

16795 Von Karman Ave., #240

Irvine, CA 92606

(Address of principal executive offices)

 

949-525-4466

(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 (see General Instruction A.2. below):

 

¨

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)

 

 

 

Explanatory Note

 

On January 27, 2015, Adaptive Medias, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K (SEC Accession No. 0001144204-15-003887) (the “Initial 8-K”) to disclose the termination of its Chief Executive Officer and Director and appointment of its Acting Chief Operating Officer. On January 27, 2015, the Company further determined to issue a press release announcing the recent changes in management. This filing is being made in order to amend the Initial 8-K by filing a copy of the press release herewith as Exhibit 99.2

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Director and Officer

 

Effective as of January 26, 2015, Qayed Shareef was terminated by the Board of Directors from his positions as Chief Executive Officer and Director of the Company, due to pending criminal charges against Mr. Shareef and his inability to effectively continue to perform his obligations as Chief Executive Officer. The Board of Directors has established a committee of five (5) individuals to actively search for a qualified successor Chief Executive Officer to replace Mr. Shareef.

 

Mr. Shareef has been provided a copy of this Form 8-K and an opportunity to respond to the disclosures made herein.

 

Appointment of Officer

 

Pursuant to a Consulting Agreement between the Company and Jim Waltz, effective as of January 25, 2015 (the “Consulting Agreement”), Jim Waltz was appointed Acting Chief Operating Officer of the Company. Mr. Waltz, age 45, is currently Chief Executive Officer of Beanstock Media, where he heads business strategy and execution using his hands-on knowledge of the inner workings and his strategic vision of the ad serving and ad network worlds to connect consumers with rich, engaging and relevant interactive ad content. Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President, Chief Executive Officer and Vice President of Sales, at Traffic MarketPlace, AdModus and DoubleClick, respectively. Mr. Waltz earned a Bachelor of Arts from the University of Maine in 1992. The Consulting Agreement is incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

The following exhibits are furnished as part of this Form 8-K:

 

Exhibit 99.1

Consulting Agreement between the Company and Jim Waltz, effective as of January 25, 2015 (1)

Exhibit 99.2

Press Release, dated January 27, 2015

 

(1)

Filed with the SEC on January 27, 2015 as an exhibit, numbered as indicated above, to the Initial 8-K.

  

 

SIGNATURE

 

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.

 

Date: January 27, 2015	ADAPTIVE MEDIAS, INC.
	/s/ Omar Akram
	Omar Akram Senior Vice President, Product and Technology and Director

 

 

 

 

 

 

Exhibit 99.2

 

Adaptive Medias Inc. Announces Leadership Changes

 

IRVINE, Calif., Jan. 27, 2015 /PRNewswire/ -- Content syndication and monetization company, Adaptive Medias, Inc. (ADTM), a leader in programmatic advertising across mobile, video and online display, today announced two management changes to take charge of the strategic direction of the company and its world class technology platform.

 

The company is excited to announce the appointment of the current CEO of Beanstock Media and former head of sales at DoubleClick, Jim Waltz, 45, as Acting Chief Operating Officer. Mr. Waltz will immediately take over operational leadership duties and responsibilities to best serve clients, partners and stakeholders of the company. Mr.Waltz will be reporting directly to the Company's Board of Directors.

 

Mr. Waltz currently serves as the Chief Executive Officer of Beanstock Media (www.beanstockmedia.com), a leading advertising-technology company, where he heads business strategy and execution using his hands-on knowledge of the inner workings of the technology and his strategic vision of the ad serving and ad network worlds to connect consumers with rich, engaging and relevant interactive ad content. Although he will maintain his role as Chief Executive Officer at Beanstock Media, Mr. Waltz is expected to dedicate most of his time and energies towards his newly-appointed role as Acting Chief Operating Officer of Adaptive Medias, Inc.

 

Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President, Chief Executive Officer and Vice President of Sales, at Traffic MarketPlace, AdModus and DoubleClick, respectively.

 

Board member, Bruce Wiseman, stated "The Board of Directors is unanimously supportive and excited to have someone of Jim's caliber and expertise leading the Adaptive Medias team and delivering our unique content and platform to publishers, content owners and advertisers.  We look forward to announcing a new CEO candidate to continue to lead our employees in accomplishing strategic and operational initiatives."

 

The Company has further formed a committee of five individuals to actively search for a successor to Mr. Qayed Shareef. Mr. Shareef, 39, was terminated by the Board of Directors from his positions as Chief Executive Officer and Director of the Company, effective immediately. The committee is comprised of experienced digital video and advertising executives with deep understanding of the organization, industry and market landscape.

 

ABOUT ADAPTIVE MEDIA

 

Adaptive Media is a programmatic audience and content monetization provider for website owners, app developers and video publishers searching to more effectively optimize content through advertising. By providing a solid foundation for publishers and developers wishing to engage brand advertisers through a multi-channel approach, the company allows for the delivery of integrated, engaging and impactful ads across multiple screens. Adaptive Media places utmost emphasis on maintaining the user experience, while simultaneously distributing timely and relevant advertising through its ad delivery and content platform. For more information, please visit www.adaptivem.com. Also, follow them on Twitter @adaptive_m.

 

 

SAFE HARBOR STATEMENT

 

This Press Release may contain certain forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Adaptive Medias, Inc. has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "potential" and similar expressions. These statements reflect Adaptive Medias' current beliefs and are based on information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause Adaptive Medias' actual results, performance or achievements to differ materially from those expressed in or implied by such statements. Adaptive Medias undertakes no obligation to update or provide advice in the event of any change, addition or alteration to the information contained in this Press Release including such forward-looking statements.

 

Investor Relations Contact: 
AJ Homayun
818 280-6800 
ahomayun@irpartnersinc.com

 

Public Relations Contact:
PR@AdaptiveM.com