THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Entry into a Material Definitive Agreement
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”), 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, 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 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”), 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.
| (d) Exhibits | ||
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Registration Rights Agreement | |
theMaven, Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 4,…
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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.