Item 1.01
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Entry into Material Definitive Agreement.
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On March 27, 2019,
TheMaven, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with an accredited investor (the “Investor”), pursuant to which the Company issued Senior Secured Subordinated Debentures
(the “Debentures”) in the aggregate principal amount of $318,000, which includes B. Riley FBR, Inc.’s placement
fee of $18,000 for acting as the Company’s placement agent in the offering. After taking into account legal fees and expenses,
the Company received net proceeds of $300,000.
The Debentures
are due and payable on December 31, 2020 (the “Maturity Date”). Interest accrues on the Debentures at the rate of 12%
per annum, payable on the earlier of conversion or the Maturity Date.
The Debentures
are convertible into shares of the Company’s common stock (“Common Stock”), at the option of the Investor at
any time prior to the Maturity Date, at a conversion price of $0.40 per share, subject to adjustment for stock splits, stock dividends
and similar transactions, and beneficial ownership blocker provisions. If the Company does not perform certain of its obligations
in a timely manner, it must pay liquidated damages to the Investor as set forth in the Debentures.
As long as any
portion of the Debentures remain outstanding, unless investors holding at least 51% in principal amount of the then outstanding
Debentures otherwise agree, the Company shall not, among other things enter into, incur, assume or guarantee any indebtedness,
except for certain permitted indebtedness, as set forth in the Debentures.
The Company’s
obligations under the Debentures are secured by that certain Security Agreement, dated as of October 18, 2018, by and among the
Company, Maven Coalition, Inc., HubPages, Inc., SM Acquisition Co., Inc. and each Investor thereto.
Additionally, pursuant
to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the Purchase Agreement,
the Company agreed to register the shares issuable upon conversion of the Debenture for resale by the Investor. The Company has
committed to file the registration statement by no later than the 30th calendar day following the date the Company files its Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, but after
satisfaction of other outstanding registration rights provisions, and to cause the registration statement to become effective by
no later than 90 days after the filing date (or, in the event of a full review by the staff of the SEC, 120 days following the
filing date). The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events up to a maximum
amount of 6% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement.
The foregoing is
only a brief description of the respective material terms of the Purchase Agreement, the Debentures and the Registration Rights
Agreement, and is qualified in its entirety by reference to the Purchase Agreement, the form of Debenture and the Registration
Rights Agreement that are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated
by reference herein.