Item 1.01 Entry into Material Definitive Agreement.
On August 14, 2020, TheMaven, Inc. ("Maven") entered into a securities purchase
agreement (the "Series H Securities Purchase Agreement") with one accredited
investor, pursuant to which it sold an aggregate of 1,650 shares of Series H
Convertible Preferred Stock, par value $0.01 per share (the "Series H Preferred
Stock"), at a stated value of $1,000 (the "Series H Stated Value"), for gross
proceeds of $2.0 million. These shares of Series H Preferred Stock are initially
convertible into 5,000,000 shares of Maven's common stock, par value $0.01 per
share (the "Common Stock"), at a conversion rate equal to the Series H Stated
Value divided by the conversion price of $0.33. The number of shares issuable
upon conversion of the Series H Preferred Stock will be adjusted in the event of
stock splits, stock dividends, combinations of shares and similar transactions.
Between August 18 and 20, 2020, Maven entered into four additional Series H
Securities Purchase Agreements, each with an accredited investor, pursuant to
which it sold an aggregate of 602.25 shares of Series H Preferred Stock for
gross proceeds of $730,000. These shares of Series H Preferred Stock are
initially convertible into 1,825,000 shares of Maven's Common Stock at a
conversion rate equal to the Series H Stated Value divided by the conversion
price of $0.33. The number of shares issuable upon conversion of the Series H
Preferred Stock will be adjusted in the event of stock splits, stock dividends,
combinations of shares and similar transactions.
Maven intends to use the proceeds from these financings for working capital and
other general corporate purposes.
The foregoing is only a brief description of the respective material terms of
the Series H Securities Purchase Agreement and is qualified in its entirety by
reference to the form of Series H Securities Purchase Agreement that is filed as
Exhibit 10.1 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"), pursuant 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 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Series H Securities Purchase Agreement
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