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): April 23, 2014

 

Adaptive Medias, Inc.

(Exact name of registrant as specified in its charter)

 

000-54074

(Commission File Number)

 

Nevada 26-0685980
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)

 

16795 Von Karman Ave., #240

Irvine, CA 92606

(Address of principal executive offices)

 

949-525-4466

(Registrant’s telephone number, including area code)

 

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)

 

¨ 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)

 

 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 12, 2014, Adaptive Medias, Inc. (the “Company”) entered into a Management Consulting and Technology License Agreement (the “Agreement”) with OneScreen, Inc. (“OneScreen”). The Agreement provided, among other things, that the Company would provide certain management services and non-exclusively license the intellectual property of the Company’s wholly owned subsidiary, Ember, Inc., to OneScreen in exchange for an 80% share of OneScreen’s net revenue. The Agreement was retroactive to December 1, 2013 and extended through March 31, 2014 with unlimited automatic one-month renewals thereafter. On April 23, 2014, OneScreen and the Company entered into an amendment to the Agreement (the “Amendment”) which provided that the monthly amount payable by OneScreen to the Company thereunder was and shall be the greater of (i) 80% of all monthly net revenue of OneScreen or (ii) $50,000.00.

 

The foregoing text of this Item 1.01 is qualified in its entirety by the Amendment, attached hereto as Exhibit 99.1. The terms of the Amendment are incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are furnished as part of this Form 8-K:

 

Exhibit 99.1 Amendment to Management Consulting and Technology License Agreement dated April 23, 2014

 

 
 

 

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.

 

Date: April 24, 2014 ADAPTIVE MEDIAS, INC.  
     
     
  /s/ Qayed Shareef  
 

Qayed Shareef

Chief Executive Officer

 

 

 

 

 

 

 

AMENDMENT

 

TO MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENT

 

This AMENDMENT TO MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENT (this “ Amendment ”) is made and entered into as of April 23, 2014 by Adaptive Medias, Inc. (“ Consultant ”) and OneScreen, Inc. (“ONESCREEN”).

 

WHEREAS, the parties hereto wish to amend the Management Consulting and Technology License Agreement, dated February 12, 2014, but effective as of December 1, 2013, among the parties hereto (the “ Original Agreement ”) on the terms and subject to the conditions set forth herein;

 

NOW, THEREFORE, for good and valuable consideration, the parties hereto intending to be legally bound hereby agree as follows:

 

1.                   Section 9 . Section 9 of the Original Agreement is hereby deleted and replaced in its entirety with the following:

 

“9. Fees . ONESCREEN shall pay to Consultant the greater of (i) eighty percent (80%) of all monthly Net Revenue of ONESCREEN or (ii) $50,000/month during the term of this Agreement, payable on a monthly basis on or before January 31, 2014, February 28, 2014, March 31, 2014, and April 30, 2014 (and in the event of any extension of the term of this Agreement, on the last business day of any calendar month thereafter). “Net Revenues” shall mean gross revenues collected by ONESCREEN, less expenses related to (i) server infrastructure and hosting costs, (ii) traffic acquisition, and/or (iii) publisher revenue share.”

 

2.                   Conflicts . Except as expressly set forth in this Amendment, the terms and provisions of the Original Agreement shall continue unmodified and in full force and effect. In the event of any conflict between this Amendment and the Original Agreement, this Amendment shall control.

 

3.                   Execution; Governing Law . This Amendment may be executed and delivered in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment, and any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes. This Amendment shall be governed by and construed in accordance with the laws of the State of California.

 

[ Signature pages follow ]

  

 
 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first written above.

 

 

ONESCREEN, INC.

 

 

 

By: /s/ Norman Brodeur ____________________

Name: Norman Brodeur

Title: Chief Executive Officer

 

 

 

ADAPTIVE MEDIAS, INC.

 

 

 

By: /s/ Qayed Shareef ______________________

Name: Qayed Shareef

Title: Chief Executive Officer