Item
1.01 — Entry into a Material Definitive Agreement
Series
K Securities Purchase Agreement
TheMaven,
Inc., ( “Maven”) entered into securities purchase agreements (the “Securities Purchase Agreements”) on
October 23, 2020, October 28, 2020 and November 11, 2020, in a single private placement of its securities with several accredited
investors (the “Investors”). In the offering Maven sold an aggregate of 18,042 shares of Series K Convertible Preferred
Stock, par value $0.01 per share (the “Series K Preferred Stock”), at a per share stated value of $1,000 (the “Stated
Value”). The Series K Preferred Stock is initially convertible into 45,105,000 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 $0.40. The aggregate gross proceeds was $18.0 million.
Of
the gross proceeds received in the offering, approximately $14.6 million were cash proceeds from several investors, which will
be used for general corporate purposes and payment on a prior investment of $2.6 million, and approximately $3.4 million represented
conversion of outstanding amounts under the existing debt facility between Maven and BRF Finance Co., LLC.
The
number of shares issuable upon conversion of the Series K 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 K 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
K Preferred Stock, and all of Maven’s Series J Convertible Preferred Stock, Series I Convertible Preferred Stock and Series
H Convertible Preferred Stock, to be converted in full. Officers of Maven have the right to vote the issued shares of Series K
Preferred Stock in favor of the foregoing certificate of incorporation amendments to increase the authorized share capitalization
of the company and any reverse stock split proposed by the board of directors.
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 $520,500 in consideration for its services.
Additionally,
pursuant to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the
Securities Purchase Agreements, Maven agreed to register the shares issuable upon conversion of the Series K 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 the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019,
(b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September
30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the Commission; provided, however, if such 30th
calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the 30th calendar day following
the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 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 Securities Purchase Agreement.
The
foregoing is only a brief description of the respective material terms of the Securities Purchase Agreements and the Registration
Rights Agreement and is qualified in its entirety by reference to the form of Securities Purchase Agreement and the form of 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.