Amended Current Report Filing (8-k/a)
February 05 2016 - 5:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 3, 2016 (January 12, 2016)
ADAPTIVE
MEDIAS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-54074 |
|
26-0685980 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
47
Discovery Suite 220
Irvine,
CA 92618
(Address
of principal executive offices) (zip code)
949-525-4466
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[ ] |
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)) |
Explanatory
Note
This
Current Report on Form 8-K/A (“Amendment No. 1”) of Adaptive Medias, Inc., a Nevada corporation (the “Company”)
amends and restates the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission
on January 19, 2016 (the “Prior Report”). The Prior Report is being amended and restated by Amendment No. 1 to correct
the disclosure in the Prior Report regarding certain equity compensation to be granted to Sal Aziz in connection with his appointment
to the Company’s Board of Directors (the “Board). In addition, this Amendment No. 1 is being filed to disclose subsequent
equity compensation granted to Mr. Aziz in connection with his service as an officer of the Company. This Amendment No. 1 amends
and restates the Prior Report in its entirety.
Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Appointment
of Director
Effective
January 12, 2016, the Board appointed Sal Aziz as a member of the Board. Mr. Aziz has not been appointed to any committees of
the Board.
Director
Compensation Policy
Consistent
with the Company’s existing director compensation policies (the “Director Compensation Policy”), and in connection
with Mr. Aziz’s appointment to the Board, on February 3, 2016 (the “Effective Date”), the Board approved the
grant to Mr. Aziz of the following equity awards: (i) 50,000 shares of the Company’s common stock (the “Common Stock”);
(ii) on each of the subsequent four (4) anniversaries of the Effective Date, an additional 50,000 shares of Common Stock (such
that the total number of shares issuable to Mr. Aziz pursuant to the Director Compensation Policy shall equal 250,000); (iii)
a non-qualified stock option to purchase 50,000 shares of Common Stock, exercisable for $0.59 per share, which reflects the closing
price of the Common Stock on the OTC Market on the Effective Date; and (iv) on each of the subsequent four (4) anniversaries of
the Effective Date, a non-qualified stock option to purchase an additional 50,000 shares of Common Stock, in each case exercisable
at a price per share equal to the fair market value of the Common Stock on the date of the respective grant determined in accordance
with the terms of the Company’s 2010 Stock Incentive Plan (such that the total number of shares subject to options issuable
to Mr. Aziz pursuant to the Director Compensation Policy shall equal 250,000). Each grant of shares and options made pursuant
to the Director Compensation Policy will vest in twelve (12) equal monthly installments over the one year period following the
date of grant so long as Mr. Aziz continues to provide continuous service to the Company.
Retention
Bonus Award
In
addition, on the Effective Date, the Board approved an additional grant to Mr. Aziz of 250,000 shares of Common Stock as a retention
bonus award, all of which are immediately vested on the date of grant.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
ADAPTIVE
MEDIAS, INC. |
|
|
Date:
February 5, 2016 |
By: |
/s/
John Strong |
|
Name: |
John
Strong |
|
Title:
|
Chairman
and Chief Executive Officer |