Current Report Filing (8-k)
August 29 2018 - 4:11PM
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):
August 23, 2018
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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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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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 (§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
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Entry into Material Definitive Agreement.
On August 24, 2018, the Company, Maven
Coalition, Inc., a wholly-owned subsidiary of the Company (“MC”), and Say Media, Inc. (“Say”) entered into
an amendment (the “Amendment”) to the previously announced Amended & Restated Asset Purchase Agreement, dated as
of August 4, 2018, among the Company, MC and Say (the “APA”). The parties have agreed to restructure the Company’s
proposed acquisition of Say from an asset purchase to a merger. Accordingly, the End Date (as that term is defined in the APA)
has been pushed back from August 20, 2018 to September 10, 2018, to give the parties time to negotiate a definitive merger agreement
pursuant to which a to-be-formed subsidiary of the Company will merge with and into Say, with Say continuing as the surviving corporation
in the merger and a wholly-owned subsidiary of the Company.
In connection with the Amendment, the
Company made a $100,000 payment to a creditor of Say and a $450,000 payment to counsel for Say for legal fees and expenses incurred
to date and that may be incurred in the future, in each case, by Say in connection with the transactions contemplated by the APA
and the negotiation, execution and consummation of the proposed merger agreement between Say and the Company.
The foregoing is only a brief description
of the material terms of the Amendment, does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to the Amendment that is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item 2.01
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Completion of Acquisition or Disposition of Assets.
On August 23, 2018, TheMaven, Inc.
(the “Company”) consummated the merger between HubPages, Inc. (“HubPages”) and the Company’s wholly-owned
subsidiary, HP Acquisition Co., Inc. (“HPAC”), in which HPAC merged with and into HubPages, with HubPages continuing
as the surviving corporation in the merger and a wholly-owned subsidiary of the Company (the “Merger”), pursuant to
the terms of the previously announced an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 13,
2018, as amended, among the Company, HubPages, HPAC and Paul Edmondson, solely in his capacity as Securityholder Representative.
In connection with the consummation
of the Merger, the Company paid a total of $10 million to HubPages’ stockholders and holders of vested options. The Company
also issued a total of 2.4 million shares of restricted Common Stock, subject to vesting, to certain key personnel of HubPages
who agreed to continue their employment with HubPages.
The Company also announced that in
connection with the Merger, Paul Edmondson has become the Company’s Chief Operating Officer. From January 2006 to August
2018, Mr. Edmondson was Chief Executive Officer of HubPages. He has deep expertise in operating media companies, including product
development, search engine optimization, and online advertising. Prior to HubPages, from 2000 to 2004, Mr. Edmondson held several
management positions for Microsoft Corp., including Group Product Manager, Test Manager, and Business Operations Manager. He joined
Microsoft as part of the acquisition of MongoMusic in 2000, where he held the position of Director of Operations. Mr. Edmondson
holds a Bachelor of Science degree from California Polytechnic State University in San Luis Obispo. Mr. Edmondson has also been
granted observer’s rights on the Company’s Board of Directors. William Sornsin, the Company’s former Chief Operating
Officer, has agreed to step down from that position and will continue to serve the Company in an non-executive officer capacity.
Item 3.02 — Unregistered
Sales of Equity Securities
The information required by
this item is incorporated by reference from Item 2.01 hereof.
The securities issued in connection with the Merger have not
been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to an exemption under Section 4(a)(2)
of the Act for transactions of an issuer not involving a public offering, and may not be offered or sold in the United States absent
registration under the Act or an exemption from such registration requirements.
Item 5.02 — Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information required by
this item is incorporated by reference from Item 2.01 hereof.
Item 8.01 — Other Events.
On August 28, 2018, the Company issued
a press release announcing, among other things, the consummation of the Merger. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference
Item 9.01 — Financial Statements
and Exhibits.
(d) Exhibits
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: August 29, 2018
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By:
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/s/ Josh
Jacobs
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Name: Josh
Jacobs
Title: President
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