SNAP INTERACTIVE, INC. (OTCMKTS:STVID) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
As previously announced, on September 6, 2017, Snap Interactive, Inc. (the “Company”), LiveXLive Media, Inc., a Delaware corporation (“Buyer”), LXL Video Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and Jason Katz, as the agent of the stockholders of the Company, entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), to which, among other things, and subject to the satisfaction or waiver of certain conditions, the Company agreed to merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Buyer.
On October 31, 2017, the Company provided a letter to Buyer that terminated the Merger Agreement, to Section 8.2(a) of the Merger Agreement, due to certain conditions of the Merger Agreement not having been fulfilled as of October 27, 2017, which relieved the Company of its obligations under the Merger Agreement. No termination fee is payable by the Company in connection with the termination of the Merger Agreement.
The Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2017 (the “Original 8-K”), and Amendment No. 1 to the Merger Agreement and Amendment No. 2 to the Merger Agreement were disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2017 (the “Amendment 8-K”). The material terms of the Merger Agreement and the amendments thereto were summarized in the Original 8-K and the Amendment 8-K, respectively, and the Merger Agreement and the amendments thereto were filed as exhibits to the Original 8-K and the amendment 8-K, respectively.
Item 8.01 Other Events.
On October 31, 2017, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Snap Interactive, Inc ExhibitEX-99.1 2 f8k103117ex99-1_snapinter.htm PRESS RELEASE OF SNAP INTERACTIVE,…To view the full exhibit click
About SNAP INTERACTIVE, INC. (OTCMKTS:STVID)
Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion.