Item
1.01 Entry into Material Definitive Agreement.
On
October 7, 2019, TheMaven, Inc., ( “Maven”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with several accredited investors (the “Investors”), pursuant to which it sold an aggregate of 20,000
shares of Series J Convertible Preferred Stock, par value $0.01 per share (the “Series J Preferred Stock”), at a stated
value of $1,000 (the “Stated Value”). The Series J Preferred Stock is initially convertible into 28,571,428 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 $0.70. The aggregate gross proceeds were $20 million, of which $5 million was a partial
pre-payment of principal and accrued interest on the pre-paid principal due under that 12% Second Amended and Restated Promissory
Note, due June 14, 2022, held by BRF Finance Co. LLC.
The
number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock
dividends, combinations of shares and similar transactions. All of the shares of Series J Preferred Stock convert automatically
into shares of Common Stock on the date an amendment to Maven’s Certificate of Incorporation is filed and accepted with
the State of Delaware that increases the number of authorized shares of Common Stock to at least a number permitting all the Series
J Preferred Stock, and all of Maven’s Series I Convertible Preferred Stock and Series H Convertible Preferred Stock, to
be converted in full.
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 $525,240 in consideration for its services plus $43,043
in reimbursement of legal fees and other transaction costs. Maven intends to use the net cash proceeds of approximately $14.4
million from the financing for working capital and other general corporate purposes.
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 J 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 (c) Current
Reports on Form 8-K in connection with the acquisitions of The Street, Inc., Say Media, Inc. and HubPages, Inc., and its license
with ABG-SI LLC, with the Securities and Exchange Commission, but in no event later than March 31, 2020 (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 Securities 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.