Current Report Filing (8-k)
October 10 2019 - 3:52PM
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): October 4, 2019
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
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
on exchange on which registered
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None
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-
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-
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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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[ ]
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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
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. [ ]
Item
5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
October 4, 2019, TheMaven, Inc. (“Maven”) filed a Certificate of Designation of Preferences, Rights and Limitations
of Series J Convertible Preferred Stock (the “Series J Certificate of Designation”) with the Secretary of State of
the State of Delaware, pursuant to which Maven designated 35,000 shares of Preferred Stock, par value $0.01 per share, as Series
J Convertible Preferred Stock (“Series J Preferred Stock”). The Series J Preferred Stock has a stated value of $1,000
(the “Stated Value”) and is initially convertible into shares of Maven’s common stock, par value $0.01 per share
(the “Common Stock”), at a conversion rate equal to the Stated Value divided by the conversion price of $0.70.
The
number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock
dividends, combinations of shares and similar transactions. Any issued and outstanding shares of Series J Preferred Stock will
convert automatically into shares of Common Stock on the date an amendment to Maven’s Certificate of Incorporation is filed
and accepted with the State of Delaware that increases the number of authorized shares of Common Stock to at least a number permitting
all shares of Series J Preferred Stock, and shares of Maven’s Series I Convertible Preferred Stock and Series H Convertible
Preferred Stock, to be converted in full.
When
issued, the shares of Series J Preferred Stock shall vote with the shares of Common Stock on an as-converted basis, have certain
customary protective provisions and will be only entitled to dividends if and to the extent any dividends are paid on the shares
of Maven’s Common Stock.
The
foregoing is only a brief description of the Series J Certificate of Designation and is qualified in its entirety by reference
to the Series J Certificate of Designation that is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by
reference herein.
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:
October 10, 2019
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By:
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/s/
Doug Smith
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Name:
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Doug
Smith
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Title:
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Chief
Financial Officer
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