Current Report Filing (8-k)
10 May 2018 - 6:57AM
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):
May 9, 2018
PROPEL
MEDIA, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-55360
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47-2133177
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2010
Main Street, Suite 900, Irvine, California 92614
(Address
of Principal Executive Offices) (Zip Code)
(949)
251-0640
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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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☐
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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 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. ☐
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Item
1.01
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Entry
Into a Material Definitive Agreement.
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On
May 9, 2018, Propel Media, Inc. (the “
Company
”) entered into a Fourth Amendment (the “
Amendment
”)
to the Unit Exchange Agreement (the “
Exchange Agreement
”), dated as of October 10, 2014, as amended, by and
among the Company, Kitara Media Corp. (“
Kitara
”), Propel Media LLC (formerly known as Future Ads LLC) (“
Propel
”),
and the former members of Propel (the “
Transferors
”). Prior to the Amendment, the Exchange Agreement provided
that, immediately after the payment of the Final Payment (defined below),
$6,000,000
of additional consideration (the “
Additional Consideration
”) was payable by the Company to the Transferors
in cash. The Amendment reduced the amount of Additional Consideration to $1,440,000
. The Company
paid the Transferors the reduced amount of Additional Consideration in cash promptly after payment of the Final Payment as described
below.
The
foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is
filed
as an exhibit to this Current Report on Form 8-K as Exhibit 2.1
and is incorporated herein by reference.
On
January 28, 2015, in connection with the closing of the business combination between the Company, Kitara and Propel, the Company,
Kitara and Propel as “Borrowers” and certain of their subsidiaries as “Guarantors” entered into a financing
agreement, as amended (“
Financing Agreement
”), with certain financial institutions as “
Lenders
,”
Highbridge Principal Strategies, LLC, as collateral agent for the Lenders, and PNC Bank, National Association, as a Lender and
administrative agent for the Lenders. The Financing Agreement and other loan documents provided for $12,500,000 to be paid to
the Lenders on the fourth anniversary of the closing date of the Financing Agreement (the “
Final Payment
”).
On
May 9, 2018
, the parties to the Financing Agreement entered into a letter agreement providing
that the Final Payment would be reduced from $12,500,000 to $3,000,000. The Company paid the Final Payment promptly upon execution
of the letter agreement.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Exhibit
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Description
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2.1
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Fourth Amendment, dated as of
May 9, 2018
, to the Unit Exchange Agreement, dated as of October 10, 2014, by and among Kitara Media Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp., Propel Media LLC, formerly known as Future Ads LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust.
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SIGNATURE
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.
Dated:
May 9, 2018
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PROPEL MEDIA, INC.
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By:
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/s/ Marv Tseu
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Name:
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Marv Tseu
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Title:
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Chief Executive Officer
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2
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