Current Report Filing (8-k)
October 19 2017 - 5:28PM
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):
April 4, 2017
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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2125 Western Avenue, Suite 502 Seattle, WA
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98121
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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
2125 Western Avenue, Suite 502
Seattle, WA 98121
(Former Address, if Changed Since Last Report)
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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.
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Item
1.01
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Entry
Into a Material Definitive Agreement.
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The disclosure under Item 3.02 is incorporated
herein by reference to the extent required.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On October 19, 2017, theMaven, Inc.
(the “
Company
”) closed on securities purchase agreements (the “
Purchase Agreement
”)
with 13 purchasers (the “
Investors
”), which provided for the sale by the Company of an aggregate of 2,391,304
shares of common stock of the Company, par value $0.01 per share (the “
Common Stock
”), at a price of
$1.15 per share (the “
Offering
”). The net proceeds after estimated issuance costs are approximately $2,700,000.
MDB Capital Group LLC (the “
Placement
Agent
”) acted as the placement agent. In consideration for its services as placement agent for the Offering, the
Company issued to the Placement Agent 119,565 shares of Common Stock and 119,565 Warrants to purchase Common Stock at $1.15 per
share.
Pursuant to the Purchase Agreement, the
Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i) any breach of any of the representations,
warranties, covenants or agreements made by the Company in the Purchase Agreement or related documents or (ii) any action
instituted against an Investor with respect to the Offering, subject to certain exceptions. The Purchase Agreement also contains
customary representations and warranties and covenants of the Company and was subject to customary closing conditions.
In addition, the Company entered into a
registration rights agreement (the “
Registration Rights Agreement
”) with the Investors, dated October
19, 2017, pursuant to which the Company agreed to register for resale by the Investors the shares of Common Stock purchased by
the Investors pursuant to the Purchase Agreement. The Company is also committed to register the 119,565 shares of Common Stock
and 119,565 shares underlying Warrants to be issued to the Placement Agent. The Company has committed to file the registration
statement no later than 45 days after the Closing and to cause the registration statement to become effective no later than the
earlier of (i) seven business days after the SEC informs the Company that no review of the registration statement will be
made or that the SEC has no further comments on the registration statement or (ii) February 12, 2018. The Registration Rights
Agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file
the registration statement or cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable
to an Investor would be 1% of the aggregate amount invested by such Investor for each 30-day period, or pro rata portion thereof,
during which the default continues, up to a maximum amount of 7.5% of the aggregate amount invested by such Buyer pursuant to the
Purchase Agreement.
The shares of Common Stock issued in the
Offering and to Placement Agent were offered and sold exclusively to accredited investors in a transaction exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering,
pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The
Investors and the Placement Agent represented their intentions to acquire the securities for investment only and not with a view
to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates and
Agent Warrant issued at the Closing. The offer and sale of the securities were made without any general solicitation or advertising.
The foregoing summaries of the Purchase
Agreement, the Registration Rights Agreement and the Agent Warrant are qualified in their entirety by reference to the full text
of the agreements, which are attached as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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THEMAVEN, INC.
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Dated: October 19, 2017
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By:
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/s/ Martin Heimbigner
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Name:
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Martin Heimbigner
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Title:
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Chief Financial Officer
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