Current Report Filing (8-k)
April 01 2016 - 6:11AM
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): March 28, 2016
ADAPTIVE
MEDIAS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54074
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26-0685980
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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47
Discovery Suite 220
Irvine,
CA 92618
(Address
of principal executive offices) (zip code)
949-525-4466
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or 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 A.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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Item
1.01 Entry into a Material Definitive Agreement.
On
March 28, 2016, Adaptive Medias, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “Letter
of Intent”) to merge with Los Angeles-based digital advertising technology company AdSupply, Inc., whereby Adaptive Medias
will pay (i) $8,000,000 in cash payable at the closing of the merger transaction; and (ii) an issuance of a percentage of the
issued and outstanding shares of the post-merger Company not to be lesser than 53%, and not to be greater than 60%, to be negotiated
in good faith pursuant to a mutually acceptable formula based on the intent the total merger consideration to the Company, to
be equivalent to $25,000,000. The merged company will be consolidated into Adaptive Medias with its common stock continuing to
trade under the ticker symbol “ADTM.” The new combined entity plans to apply for a listing on the NASDAQ following
the closing of the merger.
About
AdSupply
AdSupply’s
programmatic online marketplace is ranked by comScore as the 21st largest online advertising network and allows brands and agencies
to buy high engagement advertising across quality websites, both online and on mobile. Since its inception in 2012, it has produced
consecutive annual revenue growth of greater than 30%, reaching unaudited record revenues of $18.5 million in 2015. It has an
installed customer base of over 1,000 publishers, with many large and well established customers such as Google, Alibaba.com,
Caesars Interactive Entertainment, Esurance, World Wrestling Entertainment, Criteo, Char-Broil Grills and IAC Applications (formerly
called Mindspark).
The
foregoing description of the Letter of Intent is qualified in its entirety by reference to the full text of the Engagement Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Letter of Intent,
by and between the Company and AdSupply, Inc.
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99.1
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Press release dated
March 28, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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ADAPTIVE MEDIAS, INC.
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Date: March 31, 2016
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By:
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/s/ John B. Strong
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Name:
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John B. Strong
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Title:
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Chairman and Chief Executive Officer
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Adaptive Medias (CE) (USOTC:ADTM)
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