THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March 13, 2018, TheMaven, Inc. (the “Company”), HubPages, Inc., a Delaware corporation (“HubPages”), HP Acquisition Co., Inc., a Delaware corporation (“HPAC”), which is a wholly-owned subsidiary of the Company, and Paul Edmondson, solely in his capacity as Securityholder Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), to which HPAC will merge with and into HubPages, with HubPages continuing as the surviving corporation in the merger and a wholly-owned subsidiary of the Company (the “Merger”).
The Merger Agreement provides that all issued and outstanding common stock and preferred stock of HubPages, along with all outstanding vested stock options issued by HubPages will be exchanged for an aggregate of $10 million in cash (the “Merger Consideration”). The aggregate Merger Consideration to be issued at closing shall be reduced by (i) $1.5 million to be held in escrow to satisfy any indemnification obligations due under the Merger Agreement and (ii) to the extent that a seller-side representation and warranty insurance policy is obtained and bound at closing, 50% of the total premium, underwriting costs, brokerage commissions and other fees and expenses of such policy.
In addition, the Merger Agreement provides that all outstanding unvested stock options issued by HubPages will be cancelled for no additional consideration and that at closing certain Key Personnel (as that term is defined in the Merger Agreement) will receive an aggregate of 2.4 million shares of the Company’s common stock, subject to cut-back and vesting as set forth in the Merger Agreement.
Based on information provided by HubPages, for the year ended December 31, 2017, HubPages reported total revenues of $4,904,759, a net profit of $575,963, cash and cash equivalents of $981,173 and net working capital of $1,274,069. Under the terms of the Merger Agreement, all cash and cash equivalents held by HubPages on the closing date shall become the property of the Company. Assuming the Merger closes on June 1, 2018, the Company plans to consolidate HubPages prospective financial results from the date of closing.
The Merger Agreement contains typical representations and warranties by HubPages about its business, operations and financial condition. Consummation of the Merger is subject to certain customary closing conditions. The Company will have to obtain financing for of the Merger Consideration, and there can be no assurance that the Company will be able to obtain the necessary funds on terms acceptable to it or at all. Accordingly, there is no assurance that the Merger will be completed as contemplated.
Subject to the satisfaction or waiver of all closing conditions, and obtaining the necessary financing, the Company expects to consummate the Merger by June 1, 2018. Should the Company not be able to consummate the Merger by June 1, 2018 due to its inability to obtain the funds necessary to pay the Merger Consideration, the Company shall be obligated to pay HubPages a termination fee of $1 million.
The foregoing is only a brief description of the respective material terms of the Merger Agreement, does not purport to be a complete description of the respective rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Merger Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
On March 19, 2018, the Company issued a press release announcing the execution of the Merger Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
theMaven, Inc. ExhibitEX-10.1 2 tv488836_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 13,…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.