UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
☐ Preliminary
Consent Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☐ Definitive
Consent Statement
☐ Definitive
Additional Materials
☒ Soliciting
Material Under Rule 14a-12
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THEMAVEN, INC. |
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(Name of Registrant as Specified in Its Charter) |
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B. RILEY FINANCIAL, INC.
B. RILEY CAPITAL MANAGEMENT, LLC
BRC PARTNERS MANAGEMENT GP, LLC
B. RILEY FINANCE CO., LLC
B. RILEY PRINCIPAL INVESTMENTS, LLC
BRC PARTNERS OPPORTUNITY FUND, LP
BRYANT R. RILEY
DIALECTIC ANTITHESIS PARTNERS, L.P.
BR DIALECTIC CAPITAL MANAGEMENT, LLC
180 DEGREE CAPITAL CORP.
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(Name of Persons(s) Filing Consent Statement, if Other Than the
Registrant) |
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No fee required. |
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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B. Riley Financial, Inc. and 180 Degree Capital Corp., together
with the other participants named herein (collectively, the
“Participating Stockholders”), intend to file a preliminary consent
statement and an accompanying
WHITE
proxy card with the Securities and Exchange Commission (“SEC”) to
be used to solicit consents from stockholders of TheMaven, Inc.
(“MVEN” or the “Company”), a Delaware corporation, for certain
proposals (the “Proposals”), the ultimate effect of which, if
successful, would be to remove five members of MVEN’s board of
directors (the “Board”).
On November 30, 2020, the Participating Stockholders issued the
following press release:
B. Riley Financial, Inc. and 180 Degree Capital Corp. Commence
Process to Seek Significant Changes to Maven’s Board of
Directors
Express Confidence and Support for the Company’s Management and
Employees
November 30, 2020 – Los Angeles, CA and Montclair, NJ – B. Riley
Financial, Inc. (“B. Riley”) and 180 Degree Capital Corp. (“180”)
today announced that they are taking the steps required to seek
significant changes to the composition of the Board of Directors
(the “Board”) of Maven (the “Company”). B. Riley and 180 also today
expressed their utmost confidence and support for the Company’s
management and employees. Last week, B. Riley and 180 sent a letter
to the Board requesting the immediate resignation of five of its
members. In the letter, B. Riley and 180 noted that in the absence
of such resignations, they would file a consent solicitation
statement with the Securities and Exchange Commission (“SEC”) to
seek consents from holders of at least a majority of the voting
power of MVEN securities entitled to vote to remove such directors.
On November 27, 2020, after having received no substantive response
from the Board, B. Riley and 180 made their request publicly known
in Schedule 13D filings.
As previously announced last month, B. Riley and 180 were principal
investors in the Company’s $24M equity offering. Additionally, B.
Riley agreed to restructure its debt in the Company to allow
management to invest in the business. These actions were taken
based on their confidence and support of the new management team
led by Ross Levinsohn, Company employees and the contributions from
content providers, particularly Jim Cramer.
The request of B. Riley and 180 is solely related to their belief
that the Board’s composition needs to change to enable MVEN to
achieve its growth and value creation potential. Many of the
current directors joined the Board shortly after the Company merged
with a shell company and before the acquisition of its two largest
assets, the Sports Illustrated license and TheStreet, Inc. These
acquisitions, largely financed by B. Riley and 180, have redefined
the Company and its prospects. Based on the change in the
fundamentals of the Company, the execution of a new business model
led by Mr. Levinsohn, and in preparation for an uplist to a major
stock exchange, B. Riley and 180 believe a board that reflects the
“new” Maven, and one that has significant public company board
experience, is critical to have in place immediately.
B. Riley and 180 note that efforts to effect these changes through
private discussions with the Company’s incumbent Board have not
been successful. Furthermore, as a result of the Company’s
inability to file timely financial statements with the SEC, the
Company has been unable to hold an annual meeting in over two
years. The incumbent Board initially proposed that such changes
occur at the next annual meeting, providing an estimated time frame
of June 2021. B. Riley and 180 do not believe additional delay,
particularly on that projected timeframe, is in the best interest
of stockholders and that the Company needs to act promptly. B.
Riley and 180 regrettably determined that asking stockholders to
remove Board members by written consent is the only viable path
forward at this time. To be clear, this is 100% a Board of
Directors oversight matter and has nothing to do with Maven’s
management or employees.
About B. Riley Financial, Inc.
B. Riley Financial (NASDAQ: RILY) provides collaborative financial
services solutions tailored to fit the capital raising, business,
operational, and financial advisory needs of its clients and
partners. B. Riley operates through several subsidiaries that offer
a diverse range of complementary end-to-end capabilities spanning
investment banking and institutional brokerage, private wealth and
investment management, corporate advisory, restructuring, due
diligence, forensic accounting and litigation support, appraisal
and valuation, and auction and liquidation services. Certain
registered affiliates of B. Riley originate and underwrite senior
secured loans for asset-rich companies. B. Riley also makes
proprietary investments in companies and assets with attractive
return profiles. For the latest Company news and developments,
follow B. Riley on Twitter @BRileyFinancial and LinkedIn. For more
information about B. Riley, visit our website at
www.brileyfin.com.
About 180 Degree Capital Corp.
180 Degree Capital Corp. (NASDAQ: TURN) is a publicly traded
registered closed-end fund focused on investing in and providing
value-added assistance through constructive activism to what we
believe are substantially undervalued small, publicly traded
companies that have potential for significant turnarounds. Our goal
is that the result of our constructive activism leads to a reversal
in direction for the share price of these investee companies, i.e.,
a 180-degree turn. Detailed information about 180 and its holdings
can be found on its website at
www.180degreecapital.com.
Contact information:
B. Riley Financial, Inc.
Daniel Shribman
917-612-2035
180 Degree Capital Corp.
Daniel Wolfe
917-912-2742
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
B. Riley and certain of its affiliates and 180 (collectively, the
“Participating Stockholders”) intend to file a preliminary consent
statement and accompanying WHITE consent card with the Securities
and Exchange Commission (“SEC”) to be used to solicit consents from
stockholders of MVEN for the proposals referenced above, the
ultimate effect of which, if successful, would be to remove five
members of MVEN’s board of directors (the
“Proposals”).
THE PARTICIPATING STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS OF
THE COMPANY TO READ THE INFORMATION STATEMENT AND OTHER RELATED
MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES
OF THE INFORMATION STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST.
Participants in the Solicitation
B. Riley and certain of its affiliates and 180 and certain of each
of their respective directors and senior management may be deemed
participants in the solicitation of consents in connection with the
Proposals. Information regarding the special interests of these
directors and executive officers with respect to the Proposals will
be included in the consent solicitation documents referenced above.
Additional information regarding the directors and senior
management of B. Riley is also included in B. Riley’s annual report
on Form 10-K/A (Amendment No. 1) for the year ended December 31,
2019, which was filed with the SEC on April 23, 2020, and
additional information regarding the directors and senior
management of 180 is also included in 180’s annual report on Form
N-CSR, which was filed with the SEC on February 24, 2020. These
documents are available free of charge at the SEC’s web site at
www.sec.gov.
As of the date hereof, B. Riley and its affiliates beneficially own
4,245 shares of Series H Preferred Stock, 16,496 shares of Series J
Preferred Stock, 3,367 shares of Series K Preferred Stock and
warrants in respect of 875,000 shares of the Company’s common
stock. Additionally, as of the date hereof, B. Riley and its
affiliates hold approximately $54.6 million in aggregate principal
amount of 12% promissory notes issued by the Company, approximately
$4.1 million in aggregate principal amount of a 15% delayed draw
term loan with the Company as borrower and approximately $12
million aggregate principal amount of 12% senior secured
subordinated convertible debentures issued by the Company. As of
the date hereof, 180 beneficially owns 1,320 shares of Series H
Preferred Stock, 5,000 shares of Series I Preferred Stock, and
1,000 shares of Series J Preferred Stock. 180 may be deemed to
beneficially own an additional 5,250 shares of Series J Preferred
Stock that are held by a separately managed account (“SMA”). 180
disclaims beneficial ownership of the shares held by the SMA except
to the extent of its pecuniary interest therein.
