INFORMATION STATEMENT REGARDING

CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT OF

OUR BOARD OF DIRECTORS AND HOLDERS OF

A MAJORITY OF OUR VOTING CAPITAL STOCK

IN LIEU OF SPECIAL MEETING

TheMaven, Inc. (“Maven,” “the Company,” “we” or “us”) is furnishing this information statement to you to provide a description of actions taken by our Board of Directors (the “Board”) on November 12, 2020, and the holders of a majority of our outstanding voting securities as of November 20, 2020 (the “Record Date”), in accordance with the relevant sections of Delaware General Corporation Law of the State of Delaware (the “DGCL”).

This information statement is being mailed on or about November 27, 2020 to stockholders of record on the Record Date. The information statement is being delivered only to inform you of the corporate actions described herein before such actions take effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is requested or required on your part.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF VOTING SECURITIES HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.

GENERAL DESCRIPTION OF CORPORATE ACTION

On November 12, 2020, the Board approved at a meeting of the Board, and certain stockholders holding a majority of the Company’s voting securities as of the Record Date approved by written consent in lieu of a special meeting, the taking of all steps necessary to effect the following actions (collectively, the “Corporate Actions”):

The Company has outstanding contractual commitments to certain holders of its convertible shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), stock options, restricted stock units, warrants, and convertible debentures that may require it to issue shares of Common Stock upon the conversion or exercise of those securities. As a result, the Company is increasing the number of shares of Common Stock in order to meet those commitments. The Company anticipates that the number of shares to be issued to satisfy those commitments is 365,340,055. Because the Company is increasing the number of shares issued and outstanding to satisfy these commitments, we believe it is in the Company’s best interest to effect a reverse stock split subsequent to the conversion of the shares of Preferred Stock.

VOTING AND VOTE REQUIRED

Pursuant to Maven’s Bylaws and the DGCL, a vote by the holders of at least a majority of the voting power of the Company is required to effect the actions described herein. Each Common Stockholder is entitled to one vote for each share of Common Stock held by such stockholder. Additionally, each holder of Preferred Stock, which consists of Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, Series J Convertible Preferred Stock, and Series K Convertible Preferred Stock, is entitled to one vote per share, subject to certain beneficial ownership limitations set forth in each series’ Certificate of Designation of Preferences, Rights and Limitations, on an as-converted to Common Stock basis (the Preferred Stock and the Common Stock, voting together as a single class, are collectively referred to herein as the “Voting Securities”). As of the Record Date, the Voting Securities issued, outstanding, and eligible to vote consist of the following:

Accordingly, as of the Record Date, Maven had 189,027,657 shares of the Voting Securities issued and outstanding and eligible to vote. The voting power representing not less than 94,513,829 shares of the Voting Securities is required to pass any stockholder resolutions. Pursuant to Section 228 of the DGCL and Section 2.10 of the Bylaws, the following stockholders holding an aggregate of 134,499,058 shares of the Voting Securities, or approximately 71.15% of the issued and outstanding shares of the Voting Securities on the Record Date (the “Majority Stockholders”), delivered an executed written consent authorizing the Corporate Actions as of the Record Date:

(1) Robert Scott is entitled to the voting power associated with shares beneficially owned by certain other individuals pursuant to certain voting agreements delivered to Maven by individual stockholders.

(2) The Preferred Stock includes Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, Series J Convertible Preferred Stock, and Series K Convertible Preferred Stock, each of which are convertible into shares of Common Stock. Each share of Preferred Stock is entitled to one vote on an as-converted basis, subject to certain beneficial ownership limitations as set forth in each series’ Certificate of Designation of Preferences, Rights and Limitations, voting together with the Common Stock.

NO APPRAISAL RIGHTS

Under the DGCL, our stockholders are not entitled to appraisal rights with respect to the Corporate Actions, and we will not provide our stockholders with such rights.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in their capacity as stockholders, none of our officers, directors, or any of their respective affiliates has any interest in the Corporate Actions.

CORPORATE ACTION NO. 1

AMEND THE CERTIFICATE OF INCORPORATION

On November 12, 2020, the Board approved at a meeting of the Board, and the Majority Stockholders approved by written consent in lieu of a special meeting as of the Record Date, an amendment to the Company’s Certificate of Incorporation to increase the number of the Company’s authorized shares of Common Stock from 100,000,000 to 1,000,000,000 (the “Amendment”). Due to certain mandatory conversion provisions within the Certificate of Designation of Preferences, Rights and Limitations of each of the Series I Convertible Preferred Stock, Series J Convertible Preferred Stock, and Series K Convertible Preferred Stock, all of the outstanding shares of each respective class will automatically convert into shares of Common Stock upon the filing of the Amendment with the State of Delaware as follows:

Our Board and the Majority Stockholders believe that it is advisable and in the Company’s best interests to authorize and approve the Amendment in order to allow for the conversion of certain other securities into shares of the Common Stock.

Vote Required

Section 242 of the DGCL provides that proposed amendments to the Certificate of Incorporation must first be adopted by the Board and then approved by the Majority Stockholders. On November 12, 2020, the Board, at a meeting of the Board, and the Majority Stockholders by written consent in lieu of a special meeting as of the Record Date, authorized, adopted and approved the Amendment. The Record Date was the date for determining the stockholders entitled to receive notice of and to vote on the proposed increase in the number of our authorized shares of Common Stock.

The Amendment to increase the number of our authorized shares of Common Stock will not be effective until the date of effectiveness specified in the Amendment to the Certificate of Incorporation filed with the Delaware Secretary of State (which we expect to be December 17, 2020 or thereafter) (the “Effective Date”). No further action on the part of stockholders is required to authorize or effect the Amendment.

CORPORATE ACTION NO. 2

AUTHORIZATION OF REVERSE STOCK SPLIT

Reverse Stock Split

On November 12, 2020, the Board, at a meeting of the Board, and the Majority Stockholders by written consent in lieu of a special meeting as of the Record Date, approved a resolution authorizing the Board to implement, according to the Board’s discretion, a reverse stock split of the Company’s Common Stock, par value $0.01 per share, at a ratio of not less than 2:1 but not more than 100:1 (the “Reverse Stock Split”). If the Reverse Stock Split is fully implemented, one hundred (100) issued and outstanding shares of Common Stock before the Reverse Stock Split (the “Old Shares”) will become automatically converted into one (1) share of Common Stock after the Reverse Stock Split (the “New Shares”), with stockholders who would receive a fractional share to receive such additional fractional share as will result in the holder having a whole number of shares. The Board may authorize less than a one hundred (100) for one (1) Reverse Stock Split, so long as it authorizes no less than a two (2) for one (1) Reverse Stock Split, or no Reverse Stock Split at all.

Reasons for the Reverse Stock Split

The Board believes that the Amendment to increase the number of authorized shares of Common Stock will result in a large amount of outstanding shares that may make it difficult for the Company to list its securities on a national exchange. We believe that the increased market price of the Common Stock expected as a result of implementing the Reverse Stock Split will improve the marketability and liquidity of the Common Stock for our stockholders and will encourage interest and trading in the Common Stock. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of the Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. It should be noted that the liquidity of the Common Stock may be adversely affected by the Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split. The Board anticipates, however, that the expected higher market price will reduce, to some extent, the negative effects on the liquidity and marketability of the Common Stock inherent in some of the policies and practices of institutional investors and brokerage houses described above.

There can be no assurance that the Reverse Stock Split will increase the market price of the Common Stock or that any increase will be proportional to the reverse-split ratio. Accordingly, the total market capitalization of the Common Stock immediately after the Reverse Stock Split or at any time thereafter could be lower than the total market capitalization before the Reverse Stock Split.

The Board confirms this transaction will not be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Potential Effects of the Reverse Stock Split

The immediate effect of a Reverse Stock Split will be to reduce the number of shares of Common Stock outstanding, and to increase the trading price of the Common Stock. However, the effect of the Reverse Stock Split upon the market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances is varied. We cannot assure you that the trading price of the Common Stock after the Reverse Stock Split will rise in exact proportion to the reduction in the number of shares of the Common Stock outstanding as a result of the Reverse Stock Split. Also, as stated above, the Company cannot assure you that the Reverse Stock Split will lead to a sustained increase in the trading price of the Common Stock. The trading price of the Common Stock may change due to a variety of other factors, including the Company’s operating results, other factors related to the Company’s business, and general market conditions.

The table below lists, for purposes of example, the potential number of shares of Common Stock that would be outstanding based on different conversion ratios and the number of shares of Common Stock outstanding as of the Record Date. The number of shares of Common Stock actually outstanding when and if the Board elects to effect the Reverse Stock Split is based on many factors and is undeterminable at this time.

Effect on Ownership by Individual Stockholders

New Shares issued pursuant to the Reverse Stock Split will be fully paid and non-assessable. All New Shares will have the same voting rights and other rights as the Old Shares. Our stockholders do not have preemptive rights to acquire additional shares of Common Stock. The Reverse Stock Split will not alter any stockholder’s percentage interest in our equity, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share, which will be rounded up to the next whole number of shares.

Effect on Options, Warrants, and other Securities

All outstanding options, warrants, convertible notes, debentures and other securities entitling their holders to purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of these securities. In particular, the conversion ratio for each instrument will be reduced, and the exercise price, if applicable, will be increased, in accordance with the terms of each instrument and based on the ratio selected by the Board for the Reverse Stock Split.

Accounting Consequences

The per share par value of the Common Stock will remain unchanged at $0.01 after the Reverse Stock Split. Also, the capital account of the Company will remain unchanged, and the Company does not anticipate that any other accounting consequences will arise as a result of the Reverse Stock Split.

Federal Income Tax Consequences

The discussion below is only a summary of certain U.S. federal income tax consequences of the Reverse Stock Split generally applicable to beneficial holders of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences. This summary addresses only those stockholders who hold their old Common Stock shares as “capital assets” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), and will hold the new Common Stock shares as capital assets. This discussion does not address all U.S. federal income tax considerations that may be relevant to particular stockholders in light of their individual circumstances or to stockholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. The following summary is based upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions, and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. EACH STOCKHOLDER SHOULD CONSULT HIS, HER, OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR FACTS AND CIRCUMSTANCES THAT MAY BE UNIQUE TO SUCH STOCKHOLDER AND ALSO AS TO ANY ESTATE, GIFT, STATE, LOCAL, OR FOREIGN TAX CONSIDERATIONS ARISING OUT OF THE REVERSE STOCK SPLIT.

The Reverse Stock Split will qualify as a recapitalization for U.S. federal income tax purposes. As a result:

● Stockholders should not recognize any gain or loss as a result of the Reverse Stock Split.

● The aggregate basis of a stockholder’s Old Shares will become the aggregate basis of the shares held by such stockholder immediately after the Reverse Stock Split.

● The holding period of the shares owned immediately after the Reverse Stock Split will include the stockholder’s holding period before the Reverse Stock Split.

The above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It was written solely in connection with the proposed Reverse Stock Split of the Common Stock. Our opinion is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above.