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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| | Washington, D.C. 20549
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FORM 10-Q/A (Amendment No. 1) __________________ |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission file number 333-197002 Townsquare Media, Inc. (Exact name of registrant as specified in its charter) |
Delaware (State or other jurisdiction of incorporation or organization) | 4832 (Primary Standard Industrial Classification Code Number) | 27-1996555
(I.R.S. Employer
Identification No.) |
240 Greenwich Avenue Greenwich, Connecticut 06830 (203) 861-0900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) __________________ |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | ☐ |
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| Non-accelerated filer | | x (Do not check if a smaller reporting company) | | Smaller reporting company | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 6, 2015, the registrant had 17,858,107 outstanding shares of common stock consisting of: (i) 9,941,143 shares of Class A common stock, par value $0.01 per share; (ii) 3,022,484 shares of Class B common stock, par value $0.01 per share; and (iii) 4,894,480 shares of Class C common stock, par value $0.01 per share. The registrant also had 9,508,878 warrants to purchase Class A common stock outstanding as of that date.
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this "Amendment") is being provided for the purpose of including Exhibits 10.1 and 10.2 with our Quarterly Report on Form 10-Q for the period ended on September 30, 2015 (the "Form 10-Q"), that was filed on November 9, 2015. As a result of a technical error, the Exhibits 10.1 and 10.2 in the Form 10-Q as originally filed were erroneously excluded in their entirety. We have included in this Amendment the Exhibits 10.1 and 10.2 dated as of the date hereof.
No other changes have been made to the Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing, and does not modify or update any other disclosures made in the Form 10-Q.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment restates in its entirety Item 6 of the Form 10-Q and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed herewith. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted, and no certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are being filed herewith.
Item 6. Exhibits
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| 10.1 | | Securities Purchase Agreement by and among Townsquare Live Events, LLC, Townsquare Media, Inc., Heartland Group, LLC, Danny Huston and Jeffrey Blomsness Dated as of August 14, 2015 |
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| 10.2 | | Incremental Agreement No. 1, dated as of September 1, 2015, among Townsquare Media, Inc. and Royal Bank of Canada as administrative agent and Incremental Term Lender |
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| 31.1 | | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
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| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |
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| 32.1** | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 |
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| ** | | Previously furnished with our Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed on November 9, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | TOWNSQUARE MEDIA, INC. |
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| | By: | /s/ Stuart Rosenstein |
| | | Name: Stuart Rosenstein |
| | | Title: Executive Vice President and Chief Financial Officer |
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| Date: November 9, 2015 | |
