Current Report Filing (8-k)
13 Agosto 2018 - 11:21PM
Edgar (US Regulatory)
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 13, 2018
PROPEL
MEDIA, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-55360
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47-2133177
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2010
Main Street, Suite 900, Irvine, California 92614
(Address
of Principal Executive Offices) (Zip Code)
(949)
251-0640
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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 Exchange 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. ☐
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Item
1.01
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Entry
Into a Material Definitive Agreement.
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On
August 13, 2018, Propel Media, Inc. (the “
Company
”) entered into a Sixth Amendment (the “
Amendment
”)
to the Unit Exchange Agreement (the “
Exchange Agreement
”), dated as of October 10, 2014, as amended, by and
among the Company, Kitara Media Corp. (“
Kitara
”), Propel Media LLC (formerly known as Future Ads LLC) (“
Propel
”),
and the former members of Propel (the “
Transferors
”).
The
Exchange Agreement provided that, on or prior to June 30, 2023, $10,000,000 of additional consideration (the “
Additional
Consideration
”) is payable by the Company to the Transferors in cash and/or shares of the Company’s common stock
(of which $5,000,000 was paid in June 2018). The Amendment modifies the payment terms of the remaining $5,000,000 of the Additional
Consideration as follows:
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●
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The
Exchange Agreement provides that, if the Additional Consideration has not been paid as
of any December 31
st
prior to June 30, 2023, Jared Pobre has the right during
the 10 business day period following such date to elect, on behalf of the Transferors,
to receive the Additional Consideration in shares of the Company’s common stock.
Under the Amendment, if the Company’s common stock is no longer registered under
the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
as December 31, 2018, or the Company is not required to file periodic reports as December
31, 2018, Jared Pobre waives the right to make this election during the ten business
day period after such date.
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●
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Prior
to the Amendment, the Exchange Agreement provided that, in the event the Transferors
received the Additional Consideration in shares of the Company’s common stock,
the shares would be valued at the closing market price on any exchange on which the shares
are then listed (or the closing bid price on the over-the-counter bulletin board if the
shares are not so listed). Under the Amendment, if the Company’s common stock is
no longer registered under the Exchange Act or the Company is not required to file periodic
reports, the Company’s common stock instead will be valued by a nationally recognized
investment banking, accounting or valuation firm selected by the Company with the consent
of Jared Pobre (which consent is not to be unreasonably withheld, conditioned or delayed).
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The
foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is
filed
as an exhibit to this Current Report on Form 8-K as Exhibit 2.1
and is incorporated herein by reference.
On
August 13, 2018, the Company issued a press release announcing its intention to deregister its common and suspend its reporting
obligations under the Exchange Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Exhibit
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Description
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2.1
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Sixth Amendment, dated as of
August 13, 2018
, to the Unit Exchange Agreement, dated as of October 10, 2014, by and among Kitara Media Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp., Propel Media LLC, formerly known as Future Ads LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust.
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99.1
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Press release.
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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.
Dated:
August 13, 2018
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PROPEL MEDIA, INC.
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By:
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/s/ Marv Tseu
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Name:
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Marv Tseu
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Title:
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Chief Executive Officer
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Grafico Azioni Propel Media (CE) (USOTC:PROM)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Propel Media (CE) (USOTC:PROM)
Storico
Da Lug 2023 a Lug 2024
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