Current Report Filing (8-k)
January 06 2021 - 5:29PM
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): December 31, 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
8.01 Other Events.
As
previously disclosed in Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 13, 2018, March
22, 2019, March 28, 2019, and April 12, 2019, theMaven, Inc. (the “Company”) entered into Securities Purchase Agreements
with accredited investors (collectively, the “Noteholders” and each, a “Noteholder”), pursuant to which
the Company issued 12% Senior Secured Subordinated Debentures (the “Debentures”) in the aggregate principal amount
of approximately $15.2 million. Pursuant to the terms of the Debentures, the outstanding principal amount of the Debentures were
convertible into shares of the Company’s common stock, at the option of each Noteholder at any time prior to December 31,
2020. Interest accrued at a rate of 12% per annum, compounded semi-annually on December 31 and June 30, and was to be paid in
cash either upon maturity or, with respect to any Debentures converted into shares of the Company’s common stock, on the
date of conversion.
On
December 31, 2020, Noteholders converted the Debentures representing an aggregate of $18,104,949 of the then-outstanding principal
and accrued but unpaid interest into 53,887,470 shares of the Company’s common stock at effective conversion per-share prices
ranging from $0.33 to $0.40. Despite the terms of the Debentures, the Noteholders agreed to allow us to repay accrued but unpaid
interest in shares of the Company’s common stock. The remaining Noteholders holding Debentures representing an aggregate
of $1,130,903 of outstanding principal and accrued interest were not converted and, instead, such amounts were repaid in cash
to such Noteholders.
Accordingly,
as of December 31, 2020, none of the Debentures remained outstanding.
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:
January 6, 2021
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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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