Item 1.01 — Entry into Material Definitive Agreement.

On June 28, 2019, TheMaven, Inc., ( “Maven”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several accredited investors (the “Investors”), pursuant to which Maven sold an aggregate of 23,100 shares of Maven’s Series I Convertible Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”), at a stated value of $1,000 (the “Stated Value”), initially convertible into 46,200,000 shares of Maven’s common stock, par value $0.01 per share (the “Common Stock”), at a conversion rate equal to the Stated Value divided by the conversion price of $0.50, for aggregate gross proceeds of $23.1 million.

The number of shares issuable upon conversion of the Series I Preferred Stock is adjustable in the event of stock splits, stock dividends, combinations of shares and similar transactions. All of the shares of Series I Preferred Stock shall convert automatically into shares of Common Stock on the date which an amendment to Maven’s Certificate of Incorporation, which increases the number of authorized shares of Common Stock to such number that all of the Series I Preferred Stock and all of Maven’s Series H Convertible Preferred Stock may be converted in full by the holders thereof, is filed and accepted with the State of Delaware.

B. Riley FBR, Inc., a full service investment bank and wholly-owned subsidiary of B. Riley Financial, Inc. (“B. Riley”) acted as placement agent for the financing and earned a fee of $1,386,000 in consideration for its services plus $52,500 in reimbursement of legal fees and other transaction costs. Maven intends to use the net proceeds of approximately $21.7 million from the financing to partially re-pay that previously announced Amended and Restated 12.0% Senior Secured Note, due June 14, 2022 (the “Note”), in the aggregate principal amount of $68,000,000, issued on June 14, 2019 to an affiliated entity of B. Riley, and to pay deferred fees of approximately $3.4 million related to that borrowing facility.

Additionally, pursuant to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the Securities Purchase Agreement, Maven agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the Investors. Maven has committed to file the registration statement by no later than the 30th calendar day following the date Maven files its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2019 and its refiling of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and (c) Current Report on Form 8-K in connection with the acquisitions of The Street, Inc. and its license with ABG-SI LLC, with the Securities and Exchange Commission, but in no event later than December 1, 2019 (the “Filing Date”). Maven has also committed 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 Securities and Exchange Commission, 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 Securities Purchase Agreement and the Registration Rights Agreement and is qualified in its entirety by reference to the form of Purchase Agreement and the Registration Rights Agreement that are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.