UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 2019
THEMAVEN, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | | 1-12471 | | 68-0232575 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 1500 Fourth Avenue, Suite 200 Seattle, WA | | 98101 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 775-600-2765
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name on exchange on which registered |
| None | | - | | - |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
* Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company [ ]
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 7, 2019, TheMaven, Inc. (“Maven”) consummated the merger between TheStreet, Inc. (“TheStreet”) and Maven’s indirect wholly-owned subsidiary, TST Acquisition Co., Inc. (“TSTAC”), in which TSTAC merged with and into TheStreet, with TheStreet continuing as the surviving corporation in the merger and an indirect wholly-owned subsidiary of Maven (the “Merger”), pursuant to the terms of the previously announced an Agreement and Plan of Merger, dated as of June 11, 2019, as amended, among Maven, TSTAC and TheStreet. In connection with the consummation of the Merger, Maven paid a total of $16.5 million to TheStreet’s stockholders.
Item 8.01 Other Events.
On August 8, 2019, in connection with the Merger, Maven and Jim Cramer, who co-founded TheStreet, announced a new partnership between The Street and Cramer Digital, a new production company featuring the digital rights and content created by Mr. Cramer and his team.
Also on August 8, 2019, Maven issued a press release announcing the consummation of the Merger and the partnership between The Street and Cramer Digital. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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.
| | THEMAVEN, INC. |
| | |
| Dated: August 8, 2019 | By: | /s/ Doug Smith |
| | Name: | Doug Smith |
| | Title: | Chief Financial Officer |
