TELENAV, INC. (NASDAQ:TNAV) Files An 8-K Other EventsItem 8.01. Other Events.
On August 3, 2018, the Company notified Nokomis Capital, L.L.C and certain related persons (collectively, the “Nokomis Group”) that the Nominating and Governance Committee of the Board of Directors of the Company (the “Board”) had voted to nominate Randy Ortiz as a Class III director of the Company at its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). The taking of this action resulted in the extension of the “Restricted Period” under the Company’s letter agreement, dated August 24, 2017, with the Nokomis Group (the "Agreement"). The “Restricted Period” now expires on the date that is 15 days prior to the deadline for nominations for the Company’s 2019 Annual Meeting of Stockholders. During the “Restricted Period,” the Nokomis Group is subject to customary standstill restrictions that provide, among other things, that the Nokomis Group will not engage in or in any way participate in a solicitation of proxies with respect to the Company.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which was previously filed as Exhibit10.41 and incorporated herein by reference.
A copy of the press release issued by the Company regarding the Agreement is attached as Exhibit99.1 and incorporated herein by reference.
A copy of the letter dated August3, 2018 from the Company regarding Mr. Ortiz’s renomination is attached hereto as Exhibit99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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10.41 |
Settlement Agreement dated August 24, 2017 by and among Telenav, Inc. and Nokomis Capital, LLC and its affiliates.* |
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99.1 |
Press Release, issued by Telenav, Inc. on August 24, 2017.* |
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99.2 |
Letter dated as of August 3, 2018 from Telenav, Inc. to Nokomis Capital, L.L.C. and certain other parties. |
*Previously filed.
EXHIBIT INDEX
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ExhibitNo. Under RegulationS‑K, Item601 |
Description |
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Settlement Agreement dated August 24, 2017 by and among Telenav, Inc. and Nokomis Capital, LLC and its affiliates.* |
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Press Release, issued by Telenav, Inc. on August 24, 2017.* |
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Letter dated as of August 3, 2018 from Telenav, Inc. to Nokomis Capital, L.L.C. and certain other parties. |
*Previously filed.
Telenav, Inc. ExhibitEX-99.2 2 tnav83188-kex992.htm EXHIBIT 99.2 Exhibit August 3,…To view the full exhibit click here
About TELENAV, INC. (NASDAQ:TNAV)
TeleNav, Inc. (Telenav) is a provider of location-based platform services. The Company’s services consist of its automotive and mobile navigation platform and its advertising delivery platform. The Company operates through three segments: automotive, advertising and mobile navigation. The automotive segment provides its map and navigation platform to auto manufacturers and original equipment manufacturers (OEMs) for distribution with their vehicles. The advertising segment provides interactive mobile advertisements on behalf of its advertising clients to consumers based on the location of the user and other targeting capabilities. The mobile navigation segment provides its map and navigation platform to end users through mobile devices. The Company’s auto and mobile navigation platform allows it to deliver location-based services to auto manufacturers, developers and end users through various distribution channels, including wireless carriers.
