THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement. |
The disclosure under Item 3.02 is incorporated herein by
reference to the extent required.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On April 4, 2017, theMaven,Inc. (the
Company) closed on securities purchase
agreements (the Purchase Agreement)
with 25 purchasers (the Investors),
which provided for the sale by the Company of an aggregate of
3,765,000 shares of common stock of the Company, par value $0.01
per share (the Common Stock), at a
price of $1.00 per share (the
Offering).
The Company paid to MDB Capital Group LLC (the
Placement Agent), in consideration for
its services as placement agent for the Offering, $188,250 and
issued to the Placement Agent 162,000 shares of Common Stock.
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 April 4, 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 162,000 shares 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)July
30, 2017. The Registration Rights Agreement provides for
liquidated damages upon the occurrence of certain events,
including the Companys 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,
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. THEMAVEN, INC. (OTCMKTS:MVEN) Recent Trading Information
THEMAVEN, INC. (OTCMKTS:MVEN) closed its last trading session up +0.02 at 1.17 with 8,000 shares trading hands.
