Current Report Filing (8-k)

Date : 06/19/2019 @ 8:32PM
Source : Edgar (US Regulatory)
Stock : Themaven, Inc. (QB) (MVEN)
Quote : 0.7  0.0 (0.00%) @ 9:29PM

Current Report Filing (8-k)

 

 

 

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): June 14, 2019

 

THEMAVEN, INC. 

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE   1-12471   68-0232575

(State or Other Jurisdiction of

Incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

1500 Fourth Avenue, Suite 200 Seattle, WA   98101
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  775-600-2765

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name on exchange on which registered
None - -

 

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):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

* 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 1.01 Entry into Material Definitive Agreement.

 

On June 14, 2019, TheMaven, Inc. (the “Company”) entered into an Amended and Restated Note Purchase Agreement (the “Amended Note Purchase Agreement”) with one accredited investor, BRF Finance Co., LLC (the “Investor”), an affiliated entity of B. Riley FBR, Inc. (“B. Riley”), which amended and restated that previously disclosed Note Purchase Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc. and the Investor. Pursuant to the Amended Note Purchase Agreement, the Company issued an amended and restated 12.0% senior secured note (the “Amended Note”), due June 14, 2022, in the aggregate principal amount of $68,000,000, which Amended Note amends, restates and supersedes that $20,000,000 12.0% senior secured note issued by the Company on June 10, 2019 to the Investor. The Company received additional gross proceeds of $48,000,000, which after taking into account B. Riley’s placement fee of $2,400,000 and legal fees and expenses of the Investor, the Company received net proceeds of $45,550,000, of which $45,000,000 was paid to ABG-SI LLC against future royalties in connection with the Company’s previously announced Licensing Agreement, dated June 14, 2019, with ABG-SI LLC, and the balance of $550,000 will be used by the Company for working capital and general corporate purposes

 

In addition, the Company and each of its subsidiaries (Maven Coalition, Inc., HubPages, Inc., Say Media, Inc. and TST Acquisition Co., Inc.) entered into a Confirmation and Ratification Agreement with the Investor (the “Confirmation and Ratification Agreement”), which confirmed and ratified that previously announced Pledge and Security Agreement, dated June 10, 2019, with the Investor, pursuant to which the Company and each subsidiary granted a security interest in all of the their respective assets to the Investor to secure the Company’s obligations under the Amended Note. Furthermore, pursuant to the terms of the Amended Note Purchase Agreement, each subsidiary, jointly and severally, guaranteed the Company’s obligations under the Amended Note.

 

The foregoing is only a brief description of the respective material terms of the Amended Note Purchase Agreement, the Amended Note and the Confirmation and Ratification Agreement, and is qualified in its entirety by reference to the Amended Note Purchase Agreement, the form of Amended Note and the Confirmation and Ratification Agreement that are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

  d) Exhibits

 

  Exhibit No.   Description
       
  10.1   Amended and Restated Note Purchase Agreement, dated June 14, 2019, by and among TheMaven, Inc., Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc. and the Investor
       
  10.2   Form of Note
       
  10.3   Confirmation and Ratification Agreement, dated June 14, 2019, by and among TheMaven, Inc., Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc. and the Investor

 

 

 

  

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.

  

  THEMAVEN, INC.
       
Dated: June 19, 2019 By: /s/ Josh Jacobs
    Name: Josh Jacobs
    Title: President

  

 

 

 

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