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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2019 (February 8, 2019)

 

 

MODERN MEDIA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38092   47-1277598

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3414 Peachtree Road, Suite 480

Atlanta, GA

  30326
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (404) 443-1182

None

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 1.01

Entry into a Material Definitive Agreement.

Amendment to Investment Management Trust Agreement

On February 13, 2019, Modern Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Continental”) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of May 17, 2017, by and between the Company and Continental (the “Trust Amendment”), pursuant to which the date on which Continental must liquidate the trust account (the “trust account”) established in connection with the Company’s initial public offering (“IPO”) in the event the Company has not consummated its initial business combination was extended from February 17, 2019 to June 17, 2019 (the “Extended Date”). The Trust Amendment was approved by the Company’s stockholders at the Special Meeting in Lieu of 2018 Annual Meeting of Stockholders held on February 8, 2019 (the “Special Meeting”).

Amendment to Warrant Agreement

On February 13, 2019, the Company and Continental entered into Amendment No. 1 to the Warrant Agreement, dated as of May 17, 2017, by and between the Company and Continental (the “Warrant Amendment”), pursuant to which the date for automatic termination of the exercise period of the Company’s outstanding warrants in the event the Company has not consummated its initial business combination was extended to the Extended Date.

The foregoing descriptions of the Trust Amendment and the Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Trust Amendment and the Warrant Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 with respect to the Warrant Amendment is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 13, 2019, the Company filed with the Secretary of State of the State of Delaware (the “SOS”) an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, pursuant to which the date by which the Company must consummate its initial business combination was extended from February 17, 2019 to the Extended Date (the “Extension”). The Extension Amendment was approved by the Company’s stockholders at the Special Meeting and became effective upon the filing thereof with the SOS.

The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Special Meeting, held on February 8, 2019, were as follows:

Proposal No. 1

The Extension Amendment was approved as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

21,401,953

  1,386,546   0   0

Proposal No. 2

The Trust Amendment was approved as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

21,401,953

  1,386,546   0   0

Proposal No. 3

John White was duly elected as a Class I director of the Company as follows:

 

For

 

Withheld

 

Broker Non-Votes

20,900,171

  1,888,328   0

 

Item 7.01

Regulation FD Disclosure.

In connection with the Extension, stockholders elected to redeem 5,942,681 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Following such redemptions, approximately $151.7 million will remain in the trust account and 19,932,319 shares of Common Stock will remain issued and outstanding.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.    

 

Item 8.01

Other Events.

Because the Extension Amendment and the Trust Amendment were approved by the Company’s stockholders at the Special Meeting, the Company’s sponsor, Modern Media Sponsor, LLC (the “Sponsor”), has agreed to contribute to the Company as a loan $0.0333 for each share of Common Stock issued in the IPO (each, a “Public Share”) that is not redeemed in connection with the Extension for each monthly period (commencing on February 17, 2019 and to the 17th day of each subsequent calendar month), or portion thereof (on a prorated basis), that is needed by the Company to consummate a business combination from February 17, 2019 until the Extended Date (the “Contribution”).                

As previously disclosed, the amount of the Contribution will not bear interest and will be repayable by the Company to the Sponsor upon consummation of the Company’s initial business combination in cash; provided, however, that the Sponsor may, at its option, convert each $1.00 outstanding of the Contribution into one warrant to purchase a share of Common Stock on the same terms and conditions as the warrants issued by the Company to the Sponsor in connection with the IPO. The Sponsor will have sole discretion to determine whether to continue extending for additional monthly periods until the Extended Date, and if the Sponsor determines not to continue extending for additional monthly periods, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate in accordance with its charter.

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.

 

    MODERN MEDIA ACQUISITION CORP.
Date: February 13, 2019     By:  

/s/ Lewis W. Dickey, Jr.

    Name:   Lewis W. Dickey, Jr.
    Title:   President and Chief Executive Officer
Modern Media Acquisition (NASDAQ:MMDMU)
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