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 9, 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) |
| Item 5.02 | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of March
11, 2015, Omar Akram was appointed President and Chief Financial Officer of Adaptive Medias, Inc., a Nevada corporation (the “Company”).
Mr. Akram, 44, will oversee all financial and operational activities and provide coordination among internal teams. Mr. Akram is
the Company’s co-founder and has served as the Company’s Vice President of Product and Technology since January 2013
and Director of the Company since December 2013. Mr. Akram has more than 15 years of experience
in development and operations, with expertise in multiple life-cycle methodologies from conception to completion and a strong
background in ad platforms, operations, targeting technology, product implementation, e-commerce, and overall site monetization
strategy. Prior to joining the Company, Mr. Akram served as a Director of Product Development at Tactara from March 2012 until
January 2013, where he primarily built out the Display RTB platform; Senior Product
Development Manager at SpinMedia from December 2011 until April 2012, where he managed an Ad Production team consisting of developers
and designers; and Senior Product/Project Development Manager at Epic Marketplace from April 2009 until November 2011, where he
was responsible for successfully migrating the core Ad-Serving platform to a white labeled
solution, deploying a data warehousing/ BI solution, and migrating the company’s Ad-Serving platform to a cloud vendor.
Mr. Akram attended California State University in Long Beach.
Mr. Akram does not
have any family relationships with any officers or directors of the Company and has not had any transactions with the Company since
January 1, 2014 through the present that would require reporting pursuant to Item 404(a) of Regulation S-K.
Effective as of March
9, 2015, Abdul Parmach resigned as Principal Accounting Officer of the Company, for personal reasons. A copy of the severance agreement
by and between the Company and Mr. Parmach is filed herewith as Exhibit 10.1, the terms of which are incorporated herein by this
reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 13, 2015,
the Company issued a press release announcing the changes in management discussed in Item 5.02 above. A copy of the press release
is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
|
10.1
|
|
Severance Agreement by and between the Company and Abdul Parmach,
dated as of March 9, 2015
|
| 99.1 |
|
Press Release dated March 13, 2015 |
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: March 13, 2015 |
ADAPTIVE MEDIAS, INC. |
|
| |
|
|
| |
/s/ Omar Akram |
|
| |
Omar Akram
President and Chief Financial Officer |
|
Exhibit 10.1
 |
16795 Von Karman Suite 240, Irvine CA 92606 |
| Office: 949-525-4634 Fax: 949-525-9779 |
SEVERANCE
AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release ("Agreement")
is entered into this day of March 12, 2015 between Abdul Parmach ("Employee") and Adaptive Medias, Inc.
("Employer").
WHEREAS, Employment has been /will be terminated with an effective
date of March 9, 2015,
WHEREAS, Employee and Employer desire to resolve any of Employee’s
differences and disputes now pending or which may arise in the future with respect to Employee's employment and the termination
thereof.
THEREFORE, in consideration of the promises and mutual promises
herein contained,
Employee and Employer acknowledge and voluntarily agree as follows:
1. Employee acknowledges that the Employer does not have severance
benefits or a severance program, plan or policy for Employees. Employee understands and agrees that Employee will not receive severance
benefits unless Employee signs this Agreement. However, as consideration for signing this Agreement and in exchange for and subject
to the payments, promises, representations, warranties, covenants contained herein and the release set forth in Paragraph 5:
| a) | Employer will pay Employee Forty-Two Thousand Five Hundred Dollars ($42,500.00) severance, net of applicable federal
and state tax withholdings and any other applicable deduction. The payments will be made during the course of the Company’s
regular payroll dates (1st and the 15th of each month). However, no severance will be paid until the revocation
period has expired. Once the revocation period has expired Twenty Thousand Dollars ($20,000.00) will be paid. The remaining amount
will be paid over a three month period in increments of Seven Thousand Five Hundred Dollars ($7,500.00). |
| b) | Employer will grant employee Restricted Stock equal to 50,000 shares of ADTM common stock. Stock will not be granted
until the revocation period has expired. |
You agree that the additional compensation to be paid under
this Agreement is due solely from Adaptive Medias, Inc. and that Insperity PEO Services, L.P. (“Insperity”) has no
obligation to pay the additional compensation, even though its payment may be processed through Insperity.
2. It is specifically understood and agreed that this Agreement
does not constitute and is not to be construed as an admission or evidence of (i) any violation by Employer, of any federal, state
or municipal law, statute or regulation, or principle of common law or equity, (ii) the commission by Employer or any of the Released
Parties of any other actionable wrong, or (iii) any wrongdoing of any kind whatsoever on the part of Employer or any of the Released
Parties, and shall not be offered or used for that purpose. In addition, Employee and Employer agree that neither Employee nor
Employer is a prevailing party with respect to any claim, cause, proceeding or action Employee or Employer currently has, or may
have had (whether known or unknown, asserted or unasserted) against one another.
| |
16795 Von Karman Suite 240, Irvine CA 92606 |
| Office: 949-525-4634 Fax: 949-525-9779 |
3. Nothing contained herein or any document executed in connection
herewith, shall be construed to create an ongoing employer-employee, partnership, or joint venture relationship between the Employer
and Employee after March 9, 2015. As of such date, Employee is no longer an Employee of Employer or any of its affiliates,
agents, officers, directors, employees, predecessors, fiduciaries, and other representatives of Employer, and their successors
and assigns (the "Released Parties"). Employee will not represent to be or hold himself out as an employee of Employer.
4. Employee agrees that Employee will not, directly or indirectly,
make any disparaging, derogatory, or defamatory remarks about the Company, any of its affiliates, or any of Company's executives,
officers, directors, or managers, and Employee further agrees not to make any negative comments to the media, or otherwise attempt
to generate negative publicity about the Company, any of its affiliates, or any of Company's executives, officers, directors, or
managers.
5. a) In consideration of the
payments, agreements and covenants set forth herein, the sufficiency of which Employee hereby acknowledges, Employee and any heirs,
executors, administrators and assigns hereby voluntarily, completely, unconditionally and irrevocably discharge and release the
Released Parties), and Insperity (including its current and former parent companies, subsidiaries, and other affiliated companies
as well as any of their current and former insurers, directors, officers, agents, shareholders, and employees), from any and all
claims, demands, causes of action, suits, charges, violation and/or liability whatsoever, known or unknown (including attorneys'
fees, interest, expenses and costs actually incurred) involving any matter arising out of or in any way related, directly or indirectly,
to Employee's relationship with Employer or the termination thereof. The Employee agrees and acknowledges that the claims and actions
released herein include, but are not limited to, any claim or action based upon or arising out of any facts, acts, conduct, omissions,
transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or
occurring or claimed to exist or to have occurred at any time before the Effective Date of this Agreement, including, but not limited
to any and all claims relating to or arising out of Employee's compensation and benefits from Employer, or the termination thereof,
any and all defamation, personal injury and tort claims, wrongful termination claims, discrimination, harassment and retaliation
claims, whistle-blower claims, fraud claims, contract claims, benefits claims, claims under any federal, state or municipal wage
payment, whistle-blower, discrimination or fair employment practices law, statute or regulation. This includes, without limitation:
any claims or actions under TITLE VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the California Fair Employment and Housing Act, and the New York State and New York City Human Rights
and Labor Laws or based on the Family and Medical Leave Act, the Fair Labor Standards Act and the
California Labor Code, all as amended, whether such claims be based upon an action filed by employee or by a governmental agency.
b) It is the intention of the Parties in executing this instrument
that it shall be effective as a bar to each and every claim specified in paragraph 5. In furtherance of this intention, Employee
hereby expressly waives any and all rights and benefits conferred upon him by the provisions of Section 1542 of the California
Civil Code and expressly consents that this Agreement shall be given full force and effect according to each and all of its express
terms and provisions, including those relating to unknown and unsuspected claims as herein above specified. section §1542
provides as follow:
| |
16795 Von Karman Suite 240, Irvine CA 92606 |
| Office: 949-525-4634 Fax: 949-525-9779 |
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
c) Notwithstanding the foregoing, this Agreement does not apply
to any claim that as a matter of law cannot be released. Also nothing in this Agreement shall prohibit Employee from communication
or cooperation with any federal, state or local government agency enforcement enforcing discrimination laws, including the Equal
Employment Opportunity Commission, or the National Labor Relations Board. Employee shall not, however, be entitled to any relief,
recovery or monies in connection with any released claims brought against any of the Releases.
6. Employee agrees to proactively transition customer relationships
to the Company’s designee and to promote customers ongoing engagement with the Company and use of the Company’s services.
7. Employee covenants and agrees that for a period of two (2)
years from and after the Severance Date, Employee will not, directly or indirectly (a) induce or influence or attempt to induce
or influence, any person who is an Employee of the Employer to terminate their relationship with the Employer or to accept employment
with another Employer, nor (b) aid, assist or abet any other person, firm or corporation in any of the activities prohibited in
the immediately preceding clause 6.
8. No later than March 13, 2015, Employee agrees to return
to Employer all of Employer's property in Employee's possession or control, including, but not limited to, Employer documents,
data, materials, computer disks and other records.
9. Employee warrants and agrees not to disclose any confidential
or proprietary information concerning Employer which was acquired during the course of Employee's relationship with Employer.
10. The Employee agrees that the terms of this Agreement and
any and all facts relating to Employee’s prior employment will remain confidential and will not be disclosed by Employee
to any persons other than Employee's counsel, accountant and members of Employee's immediate family, or as required by law. For
purposes of this paragraph, "required by law" shall refer only to the circumstances where Employee has been served with
a valid subpoena or court order for testimony or documents. Should Employee or Employee's attorneys at any time be served with
a subpoena that would arguably require disclosure of any of the confidential information covered by this paragraph, then Employee
or Employee's attorneys shall immediately contact Joy De Guzman, Director of Human Resources to advise the Company of the subpoena
so that the Company shall have adequate time to take those steps necessary to prevent disclosure.
| |
16795 Von Karman Suite 240, Irvine CA 92606 |
| Office: 949-525-4634 Fax: 949-525-9779 |
a) The facts which are to be kept confidential include, but
are not limited to, facts in any way relating to or concerning Employee’s prior employment with Employer, or the operations
of the business, sales, or marketing information, financial performance, or any issues regarding employment practices, compliance
with Federal, state, or local regulations, and/or business operations issues. Employee specifically acknowledges that the payments
and other consideration described herein are fully dependent on Employee’s faithful agreement of strict confidentiality.
Employee acknowledges and agrees that if Employee should violate this confidentiality provision Employer reserves all rights to
enforce this provisions including recovery of all damages, attorney’s fees and other available relief.
b) Employee also agrees: (1) the facts and/or terms and conditions
of this Agreement and (2) any and all actions by Released Parties taken in accordance herewith, are confidential. In the event
any other person or entity asks Employee, or Employee's attorneys, about any complaints relating to the Parties' association, Employee
shall respond only that "the matter was resolved" and refuse to discuss any such matter further. In the event that Employee
discloses to those authorized under this paragraph: (1) any of the terms and conditions of this Agreement; or (2) any of the actions
taken by Released Parties in accordance with this Agreement, then Employee shall also tell the persons authorized that they are
not authorized to disclose the information to any other person. The Parties agree that should Employee, Employee's attorneys or
Employee's accountants violate this confidentiality provision of this Agreement, or should any other person at Employee's direction
or suggestion violate the this confidentiality provision of this Agreement, then the resulting damages to the Company would be
extremely difficult or impossible to calculate; therefore, in the event of such violation, Employee shall pay to the Company $5,000.00
(Five Thousand Dollars) in liquidated damages for each and every violation as a reasonable estimate of the Company's damages, and
not as any penalty, for the harm suffered by the Company.
11. Employee agrees and understands
that if this Agreement is ever found to be invalid or unenforceable (in whole or in part) as to any particular type of claim or
charge or as to any particular circumstances, it shall remain fully valid and enforceable as to all other claims, charges and circumstances.
In the event that the release paragraphs are found to be invalid, then without the payment of any
additional consideration, Employee agrees to provide a valid release.
12. Employee agrees and acknowledges that Employee has not relied
upon any representations of Employer except as set forth in this Agreement.
13. The parties agree that this Agreement shall be governed
by and enforced in accordance with the laws of the State of California and all disputes regarding this Agreement shall be brought
in the State of California.
14. Without limiting the scope of this Agreement, Employee certifies
that it constitutes a knowing and voluntary waiver of all rights or claims that exist or that Employee has or may claim to have
under the Age Discrimination in Employment Act ("ADEA"), as amended by the Older Workers Benefit Protection Act of 1990
("OWBPA"), which is set forth at 29 U.S.C. §§ 621, et seq. Employee has the opportunity to evaluate
the terms of this Agreement for not less than twenty one (21) days prior to his execution of this Agreement ("Evaluation Period").
This Agreement does not govern any rights or claims that may arise under the ADEA after the date this Agreement is signed by Employee.
Employee is advised to consult with an attorney before signing this Agreement. Employee agrees that, by entering into this Agreement:
(i) he has received consideration beyond that to which he was previously entitled; (ii) he has been advised to consult with an
attorney before signing; and (iii) he has been offered the opportunity to evaluate the terms of this Agreement for not less than
the Evaluation Period. He understands that she may waive the Evaluation Period and elect an earlier Effective Date. The provisions
of this Agreement may not be amended, waived, changed or modified except in writing signed by an authorized representative of employer
and by employee.
| |
16795 Von Karman Suite 240, Irvine CA 92606 |
| Office: 949-525-4634 Fax: 949-525-9779 |
15. Employee may revoke this Agreement at any time up to seven
(7) calendar days following his signing the Agreement, and this Agreement shall not become effective until the revocation period
has expired at 12:00:01 a.m. on the eighth day following his signing of this Agreement ("Effective Date"). If Employee
decides to revoke, such revocation must be in writing to Joy De Guzman, Director of Human Resources and received by her no later
than the Effective Date. If Employee revokes this Agreement, he shall not be entitled to receive the funds and other consideration
described in Paragraph 1.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date listed below.
| Employee: |
Abdullah Parmach |
|
Adaptive Medias, Inc. |
| Signature: |
/s/ Abdullah Parmach |
|
/s/ Joy De Guzman |
| Date: |
3-12-2015 |
|
Joy De Guzman |
Exhibit 99.1
- - PRESS RELEASE - -
FOR IMMEDIATE RELEASE
MARCH 13, 2015
ADAPTIVE MEDIAS, INC. NAMES CO-FOUNDER
AS
PRESIDENT AND CHIEF FINANCIAL OFFICER
IRVINE, California, March 13, 2015 - - Content syndication and
monetization company, Adaptive Medias, Inc. (OTCQB: ADTM), a leader in programmatic advertising across mobile, video and online
display, today announced that it has appointed Omar Akram, 44, co-founder and Vice President of Product and Technology, to the
additional roles of President and Chief Financial Officer of the Company, effective immediately.
“On behalf of the Board of Adaptive Medias, I am excited
to announce the expansion of Mr. Akram’s role at the Company,” said Jim Waltz, Acting Chief Operating Officer of Adaptive
Medias, Inc. “Mr. Akram is a seasoned operations and technology executive who has a demonstrated ability to strategically
manage, grow, and optimize complex organizations. Since cofounding the Company over two years ago, he has been instrumental in
helping Adaptive Medias further develop the company’s proprietary technology platform
that has resulted in nearly eight quarters of double-digit consecutive revenue growth. We are confident that Mr. Akram will
help guide Adaptive Medias into the next phase of its growth and build upon company’s successes to date," concluded
Mr. Waltz.
Mr. Akram has over 15
years of experience in development and operations, with expertise in multiple life-cycle methodologies from conception to
completion and a strong background in ad platforms, operations, targeting technology, product implementation, e-commerce, and overall
site monetization strategy. Prior to joining the Company, Mr. Akram served as a Director of Product Development at Tactara from
March 2012 until January 2013, where he primarily built out the Display RTB platform;
Senior Product Development Manager at SpinMedia from December 2011 until April 2012, where he managed an Ad Production team consisting
of developers and designers; and Senior Product/Project Development Manager at Epic Marketplace from April 2009 until November
2011, where he was responsible for successfully migrating the core Ad-Serving platform to
a white labeled solution, deploying a data warehousing/ BI solution, and migrating the company’s Ad-Serving platform to a
cloud vendor. Mr. Akram attended California State University in Long Beach.
ABOUT ADAPTIVE MEDIAS,
INC.
Adaptive Medias is a
programmatic audience and content monetization provider for website owners, app developers and video publishers who want to more
effectively optimize content through advertising. The Company provides a foundation for publishers and developers looking to engage
brand advertisers through a multi-channel approach that delivers integrated, engaging and impactful ads across multiple devices.
Adaptive Medias meets the needs of its publishers with an emphasis on maintaining user experience, while delivering timely and
relevant ads through its multi-channel ad delivery and content platform. For more information, please visit www.adaptivem.com.
Also, follow them on Twitter @adaptive_m.
Adaptive Medias, Inc.
Page 2 of 2
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 Contact:
AJ Homayun
ahomayun@irpartnersinc.com
818-280-6800
PR Contact:
Zach Weiner
Email: pr@adaptivem.com
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