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 30, 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
30, 2015, Bruce Wiseman resigned as director of Adaptive Medias, Inc., a Nevada corporation (the “Company”). There
are no disagreements between Mr. Wiseman and the Company on any matter relating to the Company’s SEC filings, accounting,
operations, policies or practices. A copy of Mr. Wiseman’s letter of resignation is filed herewith as Exhibit 99.1.
Effective as of March
30, 2015, Mark Lambert resigned as director and Chairman of the Audit Committee of the Board of Directors of the Company. There
are no disagreements between Mr. Lambert and the Company on any matter relating to the Company’s SEC filings, accounting,
operations, policies or practices. A copy of Mr. Lambert’s letter of resignation is filed herewith as Exhibit 99.2.
Effective as of March
30, 2015, Jim Waltz was appointed director of the Company. Mr. Waltz, 45, has been serving as Acting Chief Operating Officer of
the Company since January 2015. Since August 2010, Mr. Waltz has served as the Chief Executive Officer of Beanstock Media, 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. Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President of Traffic
MarketPlace, Chief Executive Officer of AdModus and Vice President of Sales at DoubleClick. Because of his extensive experience
in strategic and operational leadership with an emphasis in technology companies, we determined that Mr. Waltz should be appointed
to the Board of Directors.
In exchange for his
services as director, Mr. Waltz shall receive annual compensation in the form of (i) $80,000, (ii) 48,000 shares of restricted
stock and (iii) an option to purchase 24,000 shares of the Company’s common stock, issued under the Company’s Amended
and Restated 2010 Stock Incentive Plan, at an exercise price of $2.25 per share.
Mr. Waltz 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
30, 2015, Norman Brodeur was appointed director of the Company. Mr. Brodeur, 43, is a beneficial owner of greater than ten percent
of the Company’s outstanding shares of common stock and has served as a consultant to the Company since October 2014 (as
described below). Mr. Brodeur has been a Managing Partner at WNA Venture Capital since 2003 and has extensive experience in the
financial services industry and investment banking. Mr. Brodeur specializes in developing partnerships with emerging growth companies,
with a focus in digital media, entertainment and disruptive technologies. Because of his experience with emerging growth digital
media companies, we determined that Mr. Brodeur should be appointed to the Board of Directors.
In exchange for his
services as director, Mr. Brodeur shall receive annual compensation in the form of (i) $192,000, (ii) 48,000 shares of restricted
stock and (iii) an option to purchase 24,000 shares of the Company’s common stock, issued under the Company’s Amended
and Restated 2010 Stock Incentive Plan, at an exercise price of $2.25 per share.
Mr. Brodeur does not
have any family relationships with any officers or directors of the Company.
On July 15, 2014, Mr.
Brodeur acquired beneficial ownership of 4,528,223 shares of the Company’s common stock, representing greater than ten percent
of the Company’s issued and outstanding shares, pursuant to a certain Stock Purchase Agreement, as amended (the “Agreement”),
by and among the Company, OneScreen, Inc., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation
and OneScreen’s spun-off former subsidiary (“Media Graph”), and the shareholders of Media Graph as set forth
on Exhibit A thereto (the “Selling Shareholders”), whereby the Company acquired certain assets of OneScreen in exchange
for 5,000,000 shares of the Company’s common stock, which were allocated among the Selling Shareholders. As a result of the
transaction, OneScreen Partners, Inc., OneScreen Partners B, Inc., OneScreen Inc., VSIP, Inc., Vidshadow Partners, Inc. and
WNA Technologies, Inc. (each, a “Brodeur Entity”) received an aggregate of 4,528,223 shares of the Company’s
common stock. As principal executive officer of each of the Brodeur Entities, Mr. Brodeur has voting and investment control over
such shares. A copy of the Agreement is filed with the Current Report on Form 8-K filed with the SEC on July 17, 2014.
On October 1,
2014, the Company entered into a Consulting Agreement with Mr. Brodeur, pursuant to which Mr. Brodeur provides management and
business consulting services, primarily in connection with identifying and evaluating prospective strategic business
opportunities and alliances and managing prospective investor relations in exchange for a fee of $16,000 per month. The
parties terminated the agreement as of March 30, 2015.
Other than as described
above, Mr. Brodeur 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.
| Item 7.01 |
Regulation FD Disclosure. |
On April 3, 2015, the
Company issued a press release announcing the changes to its Board of Directors discussed in Item 5.02 above. A copy of the press
release is filed herewith as Exhibit 99.3.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
|
99.1
99.2
99.3 |
|
Letter of Resignation from Bruce Wiseman, effective March 30,
2015
Letter of Resignation from Mark Lambert, effective March 30,
2015
Press Release dated April 3, 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: April 3, 2015 |
ADAPTIVE MEDIAS, INC. |
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/s/ Omar Akram |
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Omar Akram
President and Chief Financial Officer |
|
Exhibit 99.1
March 30, 2015
Omar Akram,
Officer, President and CFO
Directors of the Board
Adaptive Medias,
Inc.
16775 Von Karman Ave, Suite 240
Irvine, CA 92606
RE: Resignation from Board of Directors
Dear Omar and Board of Directors,
In Accordance
with the Adaptive Medias Bylaws, I hereby resign from the Board of Directors effective immediately,
March 30, 2015. I can no longer fulfill my duties due to time constraints and personal reasons.
Sincerely,
/s/ Bruce Wiseman
Bruce Wiseman
Exhibit 99.2
March 30, 2015
Mr. Omar Akram
Mr. Bruce Wiseman
Directors of the Board
Adaptive Medias,
Inc.
16775 Von Karman Ave, Suite 240
Irvine, CA 92606
Dear Board of Directors,
In accordance with the Adaptive
Medias bylaws, I hereby tender my resignation from the Board of Directors and as Audit Committee Chairman effective immediately,
March 30, 2015. I can
no longer fulfill my duties due to time constraints and personal reasons.
Sincerely,
/s/ Mark T. Lambert
Mark T.
Lambert
Exhibit 99.3
FOR IMMEDIATE RELEASE
APRIL 3, 2015
ADAPTIVE MEDIAS, INC. ANNOUNCES CHANGES
TO BOARD
OF DIRECTORS TO SUPPORT FUTURE GROWTH
Jim Waltz, Acting COO of Adaptive Medias
and Former VP of Sales at DoubleClick,
and Norman Brodeur, Wall Street Veteran,
Appointed to Board of Directors
IRVINE, California, April 3, 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 Jim Waltz, 45, Acting Chief Operating Officer of Adaptive Medias, Inc. and Norman Brodeur, 43, a
seasoned corporate finance executive and longtime investor in Adaptive Medias, have been appointed to the Company’s Board
of Directors. Messrs. Waltz and Brodeur will be replacing Bruce Wiseman and Mark Lambert, who have resigned from the Board, effective
immediately.
“We welcome a new era in this next growth phase for Adaptive
Medias with the appointments announced today,” said Omar Akram, President and Chief Financial Officer. “In particular,
Jim’s deep ad tech and brand building experience, including formerly as vice president at DoubleClick, and Norman’s
extensive corporate finance background, will add important perspectives to our Board. We believe these changes will support our
accelerated growth strategy and illustrate the depth of the Company’s dedicated and committed management team and Board of
Directors. We are also grateful to Bruce and Mark for their valuable wisdom, guidance and support and wish them the best in their
future endeavors,” concluded Mr. Akram.
Mr. Waltz has been serving as Acting Chief Operating Officer
of the Company since January 2015. Since August 2010, Mr. Waltz has served as the Chief Executive Officer of Beanstock Media, 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. Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President of
Traffic MarketPlace, Chief Executive Officer of AdModus and Vice President of Sales at DoubleClick.
Mr. Brodeur, a longtime investor in Adaptive Medias, has been
a Managing Partner at William Nichols Venture Capital Partners since 2003. Mr. Brodeur has over 20 years of experience in the financial
services and investment banking industries having actively participated in a number of prominent private and public offerings.
Mr. Brodeur also specializes in developing strategic partnerships and alliances for emerging growth companies with a focus on companies
with digital media, entertainment and disruptive technologies.
ABOUT ADAPTIVE MEDIAS,
INC.
Adaptive Media 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 Media 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.
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
pr@adaptivem.com
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