Current Report Filing (8-k)
February 04 2019 - 9:36AM
Edgar (US Regulatory)
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):
January 31, 2019
PEERSTREAM,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-52176
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20-3191847
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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122
East 42nd Street,
New
York, NY
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10168
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 594-5050
(Former
name or former address, if changed since last report)
Not
Applicable
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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1
— Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
January 31, 2019, PeerStream, Inc. (the “
Company
”) entered into an Asset Purchase Agreement (the “
Agreement
”)
with The Dating Company, LLC (“
Buyer
”), whereby the Company sold substantially all of the assets (the
“
Assets
”) related to its online dating services business under the domain names FirstMet, 50more, and
The Grade to Buyer for a cash purchase price of $1.6 million, with $100,000 of the purchase price to be held in an escrow account
to secure certain post-closing indemnification obligations of the Company. The closing of the asset sale was effective as of January
31, 2019.
Pursuant
to the Agreement, certain transitional services related to the Assets will be provided by the Company to Buyer for a limited period
following the closing of the asset sale. Under the Agreement, both parties have agreed to indemnify the other party against certain
losses, including losses for breaches of representations and warranties and the failure to observe and perform covenants, subject
to certain limitations. The Agreement also contains customary provisions concerning non-competition, non-solicitation, non-disparagement
and confidentiality.
The
description of the Agreement and the asset sale contained herein does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Section 2
— Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosures set forth in Item 1.01 are incorporated herein by reference.
Section
7 — Regulation FD
Item
7.01 Regulation FD Disclosure.
On February 4, 2019, the Company issued
a press release announcing the completion of the Asset Sale. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
The
information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless
of any general incorporation language in such filing.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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#
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Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. PeerStream, Inc. hereby undertakes to furnish supplementally
copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.
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SIGNATURES
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:
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February
4, 2019
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PEERSTREAM,
INC
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By:
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/s/
Alexander Harrington
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Alexander
Harrington
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Chief
Executive Officer
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