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 |
(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.
| (d) Exhibits | |||
| Exhibit No. | Description | ||
| 99.1 | Press Release issued by Maven on August 8, 2019 | ||
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 | |
Maven Closes Acquisition of TheStreet, New Jim Cramer Deal announced
Fourth major transaction within a year further expands Maven independent media coalition; Cramer Digital to add NFL Fantasy to product offering
NEW YORK, August 8, 2019 /BusinessWire/ — Maven (TheMaven, Inc., OTC: MVEN, maven.io) today closed its acquisition of TheStreet, Inc. (Nasdaq: TST, www.t.st), a leading financial news and information provider to investors and institutions worldwide. A subsidiary of Maven acquired all outstanding common shares of TheStreet for $16.5 million in cash. As previously announced, the transaction is funded through debt financing fully committed by a subsidiary of B Riley Financial, Inc. (Nasdaq: RILY).
“TheStreet and Jim Cramer represent a pinnacle in market-leading financial insight,” said Maven CEO James Heckman. “Their addition to Maven’s premium media coalition highlights the strategic momentum we’re building and adds another flagship to our portfolio of major media brands and nine-figure user scale. We also expect TheStreet’s reach and engagement to grow as a result of Maven’s industry-leading technology, distribution and monetization platform.”
Finance and stock market expert Jim Cramer, who co-founded TheStreet, and his team of financial experts will stay on to continue their influential work with the brand, while Maven’s new Sports Illustrated expert fantasy team will partner with Cramer Digital on a new subscription product to be distributed on TheStreet.
“I am truly excited about continuing and expanding my role with TheStreet,” Cramer said. “It has been an important part of my life since I founded it more than 20 years ago and I am ‘bullish’ about the opportunity to expand Cramer Digital’s offerings and reach with Maven in the years ahead.”
As part of the closing, Maven and Cramer are announcing a new partnership between TheStreet and Cramer Digital, a new production company featuring the digital rights and content created by Cramer and his team. The partnership will allow Cramer to continue his subscription and content offerings, under his editorial control.
TheStreet’s senior management is also planning to continue with Maven.
TheStreet will be the hub and brand of Maven’s finance vertical, combining with Maven’s growing roster of expert financial journalists operating hyper-focused category destinations, ranging from equities and bonds to crypto and taxes. TheStreet brings its 20-year editorial tradition, strong subscription platform and valuable membership base to Maven, and will benefit from Maven’s mobile-friendly CMS, social, video and monetization technology.
As previously stated, the combined companies are expected to profitably generate more than $50 million in revenue over the next four quarters, plus additional revenue expected from the recently announced Sports Illustrated publishing agreement.
About Maven
Maven (maven.io) is a coalition of Mavens, from individual thought-leaders to world-leading independent publishers, operating on a shared digital publishing, monetization and distribution platform, unified under a single media brand. Based in Seattle, Maven is publicly traded under the ticker symbol MVEN.
About TheStreet, Inc.
TheStreet, Inc. (NASDAQ: TST, www.t.st) is a leading financial news and information provider to investors and institutions worldwide. The Company’s flagship brand, TheStreet (www.thestreet.com), has produced unbiased business news and market analysis for individual investors for more than 20 years.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding planned investments in our business and expectations for 2019. Such forward-looking statements are subject to risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission (“SEC”) that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might contribute to such differences include, among others, economic downturns and the general state of the economy, including the financial markets and mergers and acquisitions environment; our ability to drive revenue, and increase or retain current advertising and subscription revenue; our ability to develop new products; competition and other factors set forth in our filings with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained herein are made as of the date of this press release. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results or occurrences. The Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future developments or otherwise.
Contact: Doug Smith, Chief Financial Officer, theMaven, Inc., ir@maven.io