THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The disclosure under Item 3.02 is incorporated herein by reference to the extent required.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On October 19, 2017, theMaven,Inc. (the “Company”) closed on securities purchase agreements (the “Purchase Agreement”) with 13 purchasers (the “Investors”), which provided for the sale by the Company of an aggregate of 2,391,304 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), at a price of $1.15 per share (the “Offering”). The net proceeds after estimated issuance costs are approximately $2,700,000.
MDB Capital Group LLC (the “Placement Agent”) acted as the placement agent. In consideration for its services as placement agent for the Offering, the Company issued to the Placement Agent 119,565 shares of Common Stock and 119,565 Warrants to purchase Common Stock at $1.15 per share.
to the Purchase Agreement, the Company has agreed to indemnify the Investors for liabilities arising out of or relating to (i)any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement or related documents or (ii)any action instituted against an Investor with respect to the Offering, subject to certain exceptions. The Purchase Agreement also contains customary representations and warranties and covenants of the Company and was subject to customary closing conditions.
In addition, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, dated October 19, 2017, to which the Company agreed to register for resale by the Investors the shares of Common Stock purchased by the Investors to the Purchase Agreement. The Company is also committed to register the 119,565 shares of Common Stock and 119,565 shares underlying Warrants to be issued to the Placement Agent. The Company has committed to file the registration statement no later than 45 days after the Closing and to cause the registration statement to become effective no later than the earlier of (i)seven business days after the SEC informs the Company that no review of the registration statement will be made or that the SEC has no further comments on the registration statement or (ii)February 12, 2018. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to an Investor would be 1% of the aggregate amount invested by such Investor for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 7.5% of the aggregate amount invested by such Buyer to the Purchase Agreement.
The shares of Common Stock issued in the Offering and to Placement Agent were offered and sold exclusively to accredited investors in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, theMaven, Inc. ExhibitEX-10.1 2 tv477313_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 19th day of October 2017,…To view the full exhibit click here
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.