Current Report Filing (8-k)
November 18 2020 - 8:59AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 12, 2020
THEMAVEN,
INC.
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
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1-12471
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68-0232575
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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225
Liberty Street, 27th Floor, New York, NY
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10281
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 775-600-2765
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
on exchange on which registered
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None
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-
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-
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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 (see General Instruction .2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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*
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. [ ]
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
November 12, 2020, the Board of Directors (the “Board”) of theMaven, Inc. (the “Company”) unanimously
approved and recommended, and on November 12, 2020 (the “Record Date”), certain stockholders of the Company, including
those individuals entitled to the voting power associated with shares beneficially owned by certain other individuals pursuant
to voting agreements delivered to the Company by individual stockholders (the “Consenting Stockholders”), holding
in aggregate approximately 75.13% of the voting power of the Company consisting of the Company’s issued and outstanding
shares of (i) common stock, par value $0.01 per share (the “Common Stock”); (ii) Series H Convertible Preferred Stock,
par value $0.01 per share (the “Series H Preferred Stock”); (iii) Series I Convertible Preferred Stock, par value
$0.01 per share (the “Series I Preferred Stock”); (iv) Series J Convertible Preferred Stock, par value $0.01 per share
(the “Series J Preferred Stock”); and (iv) Series K Convertible Preferred Stock, par value $0.01 per share (the “Series
K Preferred Stock”), voting together as a single class (the Common Stock, Series H Preferred Stock, the Series I Preferred
Stock, the Series J Preferred Stock, and the Series K Preferred Stock are collectively referred to herein as the “Voting
Securities”), approved by written consent in lieu of a special meeting of stockholders, in accordance with the applicable
provisions of the Delaware General Corporation Law, the Company’s Restated Certificate of Incorporation, and the Amended
and Restated Bylaws, the following proposed corporate actions (the “Corporate Actions”):
Corporate
Action 1: To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized
shares of the Common Stock from 100,000,000 shares to 1,000,000,000 shares.
Corporate
Action 2: To authorize the Board to effect, at a later date to be determined by the Board in its sole discretion, a reverse
stock split with respect to the Common Stock, with a ratio of no less than two-for-one, but no greater than one hundred-for-one,
in the Board’s sole discretion (the “Reverse Stock Split”), and to file an amendment to the Company’s
Restated Certificate of Incorporation to effect the Reverse Stock Split.
The
stockholder approval of the Corporate Actions will not be effective until 20 days after an information statement that has been
filed with the Securities and Exchange Commission is mailed to the holders of our Voting Securities pursuant to Regulation 14C
under the Securities Exchange Act of 1934, as amended.
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.
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THEMAVEN,
INC.
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Dated:
November 18, 2020
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By:
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/s/
Doug Smith
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Name:
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Doug
Smith
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Title:
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Chief
Financial Officer
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