Item 1.01
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Entry into Material Definitive Agreement.
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On June 14, 2019,
TheMaven, Inc. (the “Company”) entered into an Amended and Restated Note Purchase Agreement (the “Amended Note
Purchase Agreement”) with one accredited investor, BRF Finance Co., LLC (the “Investor”), an affiliated entity
of B. Riley FBR, Inc. (“B. Riley”), which amended and restated that previously disclosed Note Purchase Agreement, dated
June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc. and
the Investor. Pursuant to the Amended Note Purchase Agreement, the Company issued an amended and restated 12.0% senior secured
note (the “Amended Note”), due June 14, 2022, in the aggregate principal amount of $68,000,000, which Amended Note
amends, restates and supersedes that $20,000,000 12.0% senior secured note issued by the Company on June 10, 2019 to the Investor.
The Company received additional gross proceeds of $48,000,000, which after taking into account B. Riley’s placement fee of
$2,400,000 and legal fees and expenses of the Investor, the Company received net proceeds of $45,550,000, of which $45,000,000
was paid to ABG-SI LLC against future royalties in connection with the Company’s previously announced Licensing Agreement,
dated June 14, 2019, with ABG-SI LLC, and the balance of $550,000 will be used by the Company for working capital and general corporate
purposes
In addition, the
Company and each of its subsidiaries (Maven Coalition, Inc., HubPages, Inc., Say Media, Inc. and TST Acquisition Co., Inc.) entered
into a Confirmation and Ratification Agreement with the Investor (the “Confirmation and Ratification Agreement”), which
confirmed and ratified that previously announced Pledge and Security Agreement, dated June 10, 2019, with the Investor, pursuant
to which the Company and each subsidiary granted a security interest in all of the their respective assets to the Investor to secure
the Company’s obligations under the Amended Note. Furthermore, pursuant to the terms of the Amended Note Purchase Agreement,
each subsidiary, jointly and severally, guaranteed the Company’s obligations under the Amended Note.
The foregoing is
only a brief description of the respective material terms of the Amended Note Purchase Agreement, the Amended Note and the Confirmation
and Ratification Agreement, and is qualified in its entirety by reference to the Amended Note Purchase Agreement, the form of Amended
Note and the Confirmation and Ratification Agreement that are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.