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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):
March 25, 2019
THEMAVEN,
INC.
(Exact Name of Registrant as Specified in Charter)
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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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1500 Fourth Avenue, Suite 200 Seattle, WA
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98101
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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
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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¨
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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 any 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 of March 25, 2019, the issued and outstanding shares of capital
stock of the Company were:
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37,743,372 shares of Common stock, $.01 par value
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168 shares of Preferred Stock, non-convertible Series G, $.01 par value
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19,399 Preferred Stock, convertible Series H, $.01 par value
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Of the Company’s issued shares of Common Stock, 13,960,896
are unrestricted and available for trading.
On a fully diluted basis the company would, as of March 25,
2019, have 170,928,678 shares of Common Stock Equivalents, subject to anti-dilution and reorganization adjustments, made up of
the following:
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Common stock issued and outstanding: 37,743,372 shares of common stock
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Preferred Stock, Series H is convertible into 58,784,848 shares of Common Stock*
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Options convertible into 13,323,643 shares of Common Stock**
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Warrants convertible into 5,424,298 shares of Common Stock***
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Convertible Debentures convertible into 44,162,548 shares of Common Stock ****
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4,066,088 shares of Common Stock reserved for issuance in connection with the acquisition by the Company of Say Media, Inc.
which closed on December 12, 2018, to former shareholders of Say Media, Inc. upon receipt of valid letters of transmittal therefor.
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* Convertible at any time; mandatorily convertible
in 2023; of which 5,730 shares of Series H Convertible Preferred Stock, convertible into 17,363,636 shares of Common Stock, only
become convertible upon the authorization by the Company of sufficient additional shares of Common Stock.
** Exercisable or convertible at varying prices and
after varying holdings periods and of which options exercisable for 3,914,000 shares of Common Stock only become exercisable upon
the authorization by the Company of sufficient additional shares of Common Stock. Does not include 383,851 shares of Common Stock
available for issued pursuant to the Company’s 2016 Stock Plan and 1 million shares of Common Stock that will be available
for issuance pursuant to the Company’s unfunded business development option program.
*** Exercisable or convertible at varying prices
and after varying holdings periods and of which warrants exercisable for 875,000 shares of Common Stock only become exercisable
upon the authorization by the Company of sufficient additional shares of Common Stock. Does not include a further 5 million shares
of Common Stock reserved for issuance under the Company’s publisher warrant program.
**** Convertible upon the authorization by the Company
of sufficient additional shares of Common Stock.
The significant shareholders of Common Stock and Common Stock
Equivalents as of March 25, 2019 are as follows:
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Our material officers’, directors’ and founders’ beneficial ownership of Common Stock:
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James Heckman, Founder and CEO: 9,981,072 shares and options, of which 3,636,364 shares are issuable upon the conversion of
Series H Convertible Preferred stock acquired by Mr. Heckman as an investor
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Paul Edmondson, COO: 1,059,240 shares and options
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Josh Jacobs, Director and President: 2,510,909 shares and options
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Ben Joldersma, Founder and CTO: 2,500,354 shares and options
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Founders (other than James Heckman and Ben Joldersma) (14 persons): 6,170,355 shares and options
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Five institutional investors in private placements of securities by the Company beneficially
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own an aggregate of
84,162,748 shares of Common Stock, comprising shares, convertible debentures and warrants.
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+ Beneficial ownership for this chart is the aggregate ownership
and is not calculated as provided in Section 13(d) of the Securities Exchange Act of 1934.
As of March 25, 2019, of the fully diluted total of 170,928,678
shares of Common Stock, a total of 27,378,292 shares were beneficially held by Company employees and directors pursuant to stock
option and restricted stock grants (not including any shares purchased by such persons as investors), representing approximately
18% of the fully diluted capitalization of the Company.
The company is authorized to issue 100,000,000 shares of common
stock and 1,000,000 shares of preferred stock. The company is planning to increase its authorized capital.
The information contained in Item 8.01 of this report shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
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: March 27, 2019
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By:
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/s/ Josh Jacobs
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Name: Josh Jacobs
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Title: President
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