THEMAVEN, INC. (OTCMKTS:MVEN) Files An 8-K Other Events
Item 8.01 — Other Events.
As of March 25, 2019, the issued and outstanding shares of capital stock of the Company were:
| · | 37,743,372 shares of Common stock, $.01 par value |
| · | 168 shares of Preferred Stock, non-convertible Series G, $.01 par value |
| · | 19,399 Preferred Stock, convertible Series H, $.01 par value |
Of the Company’s issued shares of Common Stock, 13,960,896 are unrestricted and available for trading.
On a fully diluted basis the company would, as of March 25, 2019, have 170,928,678 shares of Common Stock Equivalents, subject to anti-dilution and reorganization adjustments, made up of the following:
| · | Common stock issued and outstanding: 37,743,372 shares of common stock |
| · | Preferred Stock, Series H is convertible into 58,784,848 shares of Common Stock* |
| · | Options convertible into 13,323,643 shares of Common Stock** |
| · | Warrants convertible into 5,424,298 shares of Common Stock*** |
| · | Convertible Debentures convertible into 44,162,548 shares of Common Stock **** |
| · | 4,066,088 shares of Common Stock reserved for issuance in connection with the acquisition by the Company of Say Media, Inc. which closed on December 12, 2018, to former shareholders of Say Media, Inc. upon receipt of valid letters of transmittal therefor. |
* Convertible at any time; mandatorily convertible in 2023; of which 5,730 shares of Series H Convertible Preferred Stock, convertible into 17,363,636 shares of Common Stock, only become convertible upon the authorization by the Company of sufficient additional shares of Common Stock.
** Exercisable or convertible at varying prices and after varying holdings periods and of which options exercisable for 3,914,000 shares of Common Stock only become exercisable upon the authorization by the Company of sufficient additional shares of Common Stock. Does not include 383,851 shares of Common Stock available for issued to the Company’s 2016 Stock Plan and 1 million shares of Common Stock that will be available for issuance to the Company’s unfunded business development option program.
*** Exercisable or convertible at varying prices and after varying holdings periods and of which warrants exercisable for 875,000 shares of Common Stock only become exercisable upon the authorization by the Company of sufficient additional shares of Common Stock. Does not include a further 5 million shares of Common Stock reserved for issuance under the Company’s publisher warrant program.
**** Convertible upon the authorization by the Company of sufficient additional shares of Common Stock.
The significant shareholders of Common Stock and Common Stock Equivalents as of March 25, 2019 are as follows:
| · | Our material officers’, directors’ and founders’ beneficial ownership of Common Stock: |
| o | James Heckman, Founder and CEO: 9,981,072 shares and options, of which 3,636,364 shares are issuable upon the conversion of Series H Convertible Preferred stock acquired by Mr. Heckman as an investor |
| o | Paul Edmondson, COO: 1,059,240 shares and options |
| o | Josh Jacobs, Director and President: 2,510,909 shares and options |
| o | Ben Joldersma, Founder and CTO: 2,500,354 shares and options |
| o | Founders (other than James Heckman and Ben Joldersma) (14 persons): 6,170,355 shares and options |
| o | Five institutional investors in private placements of securities by the Company beneficially+ own an aggregate of 84,162,748 shares of Common Stock, comprising shares, convertible debentures and warrants. |
+ Beneficial ownership for this chart is the aggregate ownership and is not calculated as provided in Section 13(d) of the Securities Exchange Act of 1934.
As of March 25, 2019, of the fully diluted total of 170,928,678 shares of Common Stock, a total of 27,378,292 shares were beneficially held by Company employees and directors to stock option and restricted stock grants (not including any shares purchased by such persons as investors), representing approximately 18% of the fully diluted capitalization of the Company.
The company is authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The company is planning to increase its authorized capital.
The information contained in Item 8.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
