UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 12, 2018

 

THEMAVEN, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   1-12471   68-0232575
(State or other jurisdiction of
incorporation) 		  (Commission
file number) 		  (I.R.S. Employer
Identification No.)

 

1500 Fourth Avenue, Suite 200, Seattle, Washington   98101
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (775) 600-2765

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   MVEN   OTC Markets

 

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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 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. [  ]

 

 

 

 
 

 

Explanatory Note for Amendment No. 1 to the Current Report on Form 8-K

for the Event Date of December 12, 2018

 

On December 12, 2018, TheMaven, Inc. (the “Company”), consummated the merger between Say Media, Inc. (“Say Media”) and the Company’s wholly-owned subsidiary, SM Acquisition Co., Inc. (“SMAC”), in which SMAC merged with and into Say Media, with Say Media continuing as the surviving corporation in the merger as a wholly-owned subsidiary of the Company (the “Merger”). The purpose of this Amendment No. 1 is to file the requisite financial statements and pro forma financial information relating to the Merger.

 

Item 9.01 — Financial Statements and Exhibits.

 

  (a) Financial Statements of Business Acquired
       
    Exhibit 9.01(a)(1) Audited financial statements of Say Media, Inc. for the years ended December 31, 2017 and 2016
       
    Exhibit 9.01(a)(2) Interim unaudited condensed financial statements of Say Media, Inc. for the nine months ended September 30, 2018 and 2017

 

  (b) Pro Forma Financial Information
       
    Exhibit 9.01(b)(1) Pro forma financial information relating to the Merger as of and for the nine months ended September 30, 2018 and the year ended December 31, 2017

 

 
 

 

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.

 

  THEMAVEN, INC.
     
Dated: June 3, 2020 By: /s/ Douglas B. Smith
  Name: Douglas B. Smith
  Title: Chief Financial Officer