UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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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 A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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* 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 an 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 7, 2021, theMaven, Inc. (the “Company”) eliminated its: (i) Series F Convertible Preferred Stock, par value $0.01 per share (the “Series F Convertible Preferred Stock”); (ii) Series I Convertible Preferred Stock, par value $0.01 per share (the “Series I Convertible Preferred Stock”); (iii) Series J Convertible Preferred Stock, par value $0.01 per share (the “Series J Convertible Preferred Stock”); and (iv) Series K Convertible Preferred Stock, par value $0.01 per share (the “Series K Convertible Preferred Stock), through the filing of a Certificate of Elimination of each of its Series F, Series I, Series J, and Series K Convertible Preferred Stock (collectively, the “Certificates of Elimination”) with the Secretary of State of the State of Delaware. The effect of the Certificates of Elimination under the Delaware General Corporation Law is to eliminate from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificates of Designation related to the Series F Convertible Preferred Stock, Series I Convertible Preferred Stock, Series J Convertible Preferred Stock, and Series K Convertible Preferred Stock. None of the authorized shares of the Series F, Series I, Series J, and Series K Convertible Preferred Stock were outstanding as of September 7, 2021.
A copy of each of the Certificates of Elimination are attached hereto as Exhibit 3.1 through 3.4.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Elimination of the Certificate of Designation of Series F Convertible Preferred Stock | |
| 3.2 | Certificate of Elimination of the Certificate of Designation of Series I Convertible Preferred Stock | |
| 3.3 | Certificate of Elimination of the Certificate of Designation of Series J Convertible Preferred Stock | |
| 3.4 | Certificate of Elimination of the Certificate of Designation of Series K Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 13, 2021 | By: | /s/ Douglas B. Smith |
| Name: | Douglas B. Smith | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
Series F CONVERTIBLE Preferred stock
OF
THEMAVEN, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
theMaven, Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Corporation created a series of preferred stock of the Corporation by previously filing a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on February 4, 2000.
2. The Certificate of Designation authorized the issuance of 2,000 shares of preferred stock of the Corporation, par value of $0.01 per share, designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock”).
3. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be, and hereby is, authorized and directed to file with the Secretary of State a Certificate of Elimination containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation related to the Series F Preferred Stock.
FURTHER RESOLVED, that none of the authorized shares of Series F Preferred Stock are outstanding, and none of the authorized shares of Series F Preferred Stock will be issued prior to the filing of the Certificate of Elimination with the Secretary of State.
FURTHER RESOLVED, that the authorized officers be, and each of them with full power to act without the other is, hereby authorized, directed, and empowered, in the name and on behalf of the Corporation, (i) to execute the Certificate of Elimination, (ii) to cause the Certificate of Elimination, when duly executed, to be filed with the Secretary of State, and (iii) to do all such other acts and things and to execute and deliver all such other documents as the authorized officers or either of them may deem necessary or desirable to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.
4. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all references to the Series F Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation, as amended, are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
[Signatures on following page]
The Corporation has caused this Certificate of Elimination to be duly executed as of the 3rd day of September, 2021.
| THEMAVEN, INC. | ||
| By: | /s/ Douglas B. Smith | |
| Name: | Douglas B. Smith | |
| Its: | Chief Financial Officer & Secretary | |
Exhibit 3.2
CERTIFICATE OF ELIMINATION
OF
Series I CONVERTIBLE Preferred stock
OF
THEMAVEN, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
theMaven, Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Corporation created a series of preferred stock of the Corporation by previously filing a Certificate of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on June 27, 2019.
2. The Certificate of Designation authorized the issuance of 25,800 shares of preferred stock of the Corporation, par value of $0.01 per share, designated as Series I Convertible Preferred Stock (the “Series I Preferred Stock”).
3. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be, and hereby is, authorized and directed to file with the Secretary of State a Certificate of Elimination containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation related to the Series I Preferred Stock.
FURTHER RESOLVED, that none of the authorized shares of Series I Preferred Stock are outstanding, and none of the authorized shares of Series I Preferred Stock will be issued prior to the filing of the Certificate of Elimination with the Secretary of State.
FURTHER RESOLVED, that the authorized officers be, and each of them with full power to act without the other is, hereby authorized, directed, and empowered, in the name and on behalf of the Corporation, (i) to execute the Certificate of Elimination, (ii) to cause the Certificate of Elimination, when duly executed, to be filed with the Secretary of State, and (iii) to do all such other acts and things and to execute and deliver all such other documents as the authorized officers or either of them may deem necessary or desirable to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.
4. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all references to the Series I Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation, as amended, are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
[Signatures on following page]
The Corporation has caused this Certificate of Elimination to be duly executed as of the 3rd day of September, 2021.
| THEMAVEN, INC. | ||
| By: | /s/ Douglas B. Smith | |
| Name: | Douglas B. Smith | |
| Its: | Chief Financial Officer & Secretary | |
Exhibit 3.3
CERTIFICATE OF ELIMINATION
OF
Series J CONVERTIBLE Preferred stock
OF
THEMAVEN, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
theMaven, Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Corporation created a series of preferred stock of the Corporation by previously filing a Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on October 4, 2019.
2. The Certificate of Designation authorized the issuance of 35,000 shares of preferred stock of the Corporation, par value of $0.01 per share, designated as Series J Convertible Preferred Stock (the “Series J Preferred Stock”).
3. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be, and hereby is, authorized and directed to file with the Secretary of State a Certificate of Elimination containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation related to the Series J Preferred Stock.
FURTHER RESOLVED, that none of the authorized shares of Series J Preferred Stock are outstanding, and none of the authorized shares of Series J Preferred Stock will be issued prior to the filing of the Certificate of Elimination with the Secretary of State.
FURTHER RESOLVED, that the authorized officers be, and each of them with full power to act without the other is, hereby authorized, directed, and empowered, in the name and on behalf of the Corporation, (i) to execute the Certificate of Elimination, (ii) to cause the Certificate of Elimination, when duly executed, to be filed with the Secretary of State, and (iii) to do all such other acts and things and to execute and deliver all such other documents as the authorized officers or either of them may deem necessary or desirable to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.
4. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all references to the Series J Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation, as amended, are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
[Signatures on following page]
The Corporation has caused this Certificate of Elimination to be duly executed as of the 3rd day of September, 2021.
| THEMAVEN, INC. | ||
| By: | /s/ Douglas B. Smith | |
| Name: | Douglas B. Smith | |
| Its: | Chief Financial Officer & Secretary | |
Exhibit 3.4
CERTIFICATE OF ELIMINATION
OF
Series K CONVERTIBLE Preferred stock
OF
THEMAVEN, INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
theMaven, Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Corporation created a series of preferred stock of the Corporation by previously filing a Certificate of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware (the “Secretary of State”) on October 22, 2020.
2. The Certificate of Designation authorized the issuance of 20,000 shares of preferred stock of the Corporation, par value of $0.01 per share, designated as Series K Convertible Preferred Stock (the “Series K Preferred Stock”).
3. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that the Corporation be, and hereby is, authorized and directed to file with the Secretary of State a Certificate of Elimination containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Corporation’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation related to the Series K Preferred Stock.
FURTHER RESOLVED, that none of the authorized shares of Series K Preferred Stock are outstanding, and none of the authorized shares of Series K Preferred Stock will be issued prior to the filing of the Certificate of Elimination with the Secretary of State.
FURTHER RESOLVED, that the authorized officers be, and each of them with full power to act without the other is, hereby authorized, directed, and empowered, in the name and on behalf of the Corporation, (i) to execute the Certificate of Elimination, (ii) to cause the Certificate of Elimination, when duly executed, to be filed with the Secretary of State, and (iii) to do all such other acts and things and to execute and deliver all such other documents as the authorized officers or either of them may deem necessary or desirable to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.
4. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, all references to the Series K Preferred Stock in the Corporation’s Amended and Restated Certificate of Incorporation, as amended, are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
[Signatures on following page]
The Corporation has caused this Certificate of Elimination to be duly executed as of the 3rd day of September, 2021.
| THEMAVEN, INC. | ||
| By: | /s/ Douglas B. Smith | |
| Name: | Douglas B. Smith | |
| Its: | Chief Financial Officer & Secretary | |