Current Report Filing (8-k)
09 September 2020 - 8:01PM
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): September 4, 2020
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 1.01 Entry into Material Definitive Agreement.
On
September 4, 2020, TheMaven, Inc. (“Maven”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with two accredited investors (the “Investors”), pursuant to which it sold an aggregate of 10,500
shares of Series J Convertible Preferred Stock, par value $0.01 per share (the “Series J Preferred Stock”), at a stated
value of $1,000 (the “Series J Stated Value”), for gross proceeds of $6.0 million. The Series J Preferred Stock is
initially convertible into 15,000,000 shares of Maven’s Common Stock at a conversion rate equal to the Series J 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. All of the shares of
Series J Preferred Stock 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 the Series J Preferred Stock, all the Series H Convertible Preferred Stock and all the Series
I Convertible Preferred Stock to be converted in full. Maven intends to use the proceeds from this financing for working capital
and other general corporate purposes.
Additionally,
pursuant to a Registration Rights Agreement (“Registration Rights Agreement”) entered into in connection with the
Securities Purchase Agreement, Maven agreed to register the shares issuable upon conversion of the Series J Preferred Stock for
resale by the Investors. Maven has committed to file the registration statement by no later than the 30th calendar day following
the date Maven files its (a) Annual Reports on Form 10-K for the fiscal years ended December 31, 2018 and December 31, 2019, (b)
all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September
30, 2020, and (c) any Form 8-K Reports that may be required through the last of the aforementioned filings with the Commission,
but in no event later than April 30, 2021 (the “Filing Date”). Maven has also committed to cause the registration
statement to become effective by no later than 60 days after the Filing Date (or, in the event of a full review by the staff of
the Securities and Exchange Commission, 120 days following the Filing Date). The Registration Rights Agreement provides for liquidated
damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested by the Investors pursuant
to the Securities Purchase Agreement
The
foregoing is only a brief description of the respective material terms of the Securities Purchase Agreement and the Registration
Rights Agreement, and is qualified in its entirety by reference to the forms of Securities Purchase Agreement and Registration
Rights Agreement that are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by
reference herein.
Item 3.02 — Unregistered Sales of Equity Securities
The
information required by this item is incorporated by reference from Item 1.01 hereof.
The
securities sold in this financing have not been registered under the Securities Act of 1933, as amended (the “Act”),
pursuant to an exemption under Section 4(a)(2) of the Act and Regulation D promulgated thereunder for transactions of an issuer
not involving a public offering, and may not be offered or sold in the United States absent registration under the Act or an exemption
from such registration requirements.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Entry into Material Definitive Agreement
On
September 4, 2020, William Sornsin stepped down from his position as Maven’s Chief Operating Officer.
Item 9.01 — Financial Statements and 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:
September 8, 2020
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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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