THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On March 24, 2020, TheMaven, Inc. (the “Company”) and its subsidiaries, Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, as guarantors (the “Guarantors”), entered into a Second Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with BRF Finance Co., LLC (“BRF”), an accredited investor, in its capacity as agent for the purchasers from time to time party thereto (“Agent”), and as purchaser (in such capacity, the “Purchaser”), which amended and restated that previously disclosed Amended and Restated Note Purchase Agreement, dated as of June 14, 2019, as amended, by and among the Company, the Guarantors party thereto, the Agent and the Purchaser. to the Note Purchase Agreement, the Company issued a 15.0% delayed draw term note (the “New Note”), in the aggregate principal amount of $12,000,000 to the Investor. Up to $8,000,000 in principal amount under the New Note is due on March 31, 2021, with the balance thereunder due on June 14, 2022. Interest on amounts outstanding under the New Note is payable in kind in arrears on the last day of each fiscal quarter. Additional borrowings under the New Note requested by the Company may be made at the option of the Purchasers. to the Note Purchase Agreement, interest on amounts outstanding under the notes previously issued under the Note Purchase Agreement (the “Existing Notes”) with respect to (x) interest payable on the Existing Notes on March 31, 2020 and June 30, 2020, and (y) at the Company’s option with the consent of requisite Purchasers, interest payable on the Existing Notes on September 30, 2020 and December 31, 2020, in lieu of the payment in cash of all or any portion of the interest due on such dates, will be payable in kind in arrears on the last day of such fiscal quarter.
On March 25, 2020, the Company drew down $6,913,865 under the Note, and after taking into account commitment and funding fees paid to the Investor of $793,109 and legal fees and expenses of the Investor, the Company received net proceeds of approximately $6,000,000, which will be used by the Company for working capital and general corporate purposes.
In connection with entering into the Note Purchase Agreement, the Company and its subsidiaries entered into an amendment to its $15 million working capital facility to permit the additional secured debt that may be incurred under the New Note to the Note Purchase Agreement.
The foregoing is only a brief description of the respective material terms of the Note Purchase Agreement and the New Note, and is qualified in its entirety by reference to the Note Purchase Agreement and the form of New Note 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 9.01 — Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2020, by and among TheMaven, Inc., Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, the Agent and the Purchaser |
| 10.2 | Form of 15.0% Delayed Draw Term Note |
theMaven, Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 Execution Copy Second Amended and Restated Note Purchase Agreement dated as of March 24,…
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About THEMAVEN, INC. (OTCMKTS:MVEN)
theMaven, Inc., formerly Integrated Surgical Systems, Inc., is a development-stage company. The Company is engaged in developing a network of professionally managed online media channels, with an underlying technology platform. The Company offers theMaven platform, which is a group media network featuring content across multiple content segments. The Company’s platform provides value to independent publishers through distribution; engagement for their content and community; monetization through a range of advertising partnerships and membership programs, and tools to manage their audience and growth. It focuses on operating each channel by a Channel Partner drawn from subject matter experts, reporters, group evangelists and social leaders. The Company operates a Website at themaven.net. It focuses on incorporating mobile, video, communications, social, notifications and other technology into its theMaven platform, including DevOps processes and a cloud-based back-end.
