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): March 30, 2015
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of March 30, 2015, Bruce Wiseman resigned as director of Adaptive Medias, Inc., a Nevada corporation (the “Company”). There are no disagreements between Mr. Wiseman and the Company on any matter relating to the Company’s SEC filings, accounting, operations, policies or practices. A copy of Mr. Wiseman’s letter of resignation is filed herewith as Exhibit 99.1.
Effective as of March 30, 2015, Mark Lambert resigned as director and Chairman of the Audit Committee of the Board of Directors of the Company. There are no disagreements between Mr. Lambert and the Company on any matter relating to the Company’s SEC filings, accounting, operations, policies or practices. A copy of Mr. Lambert’s letter of resignation is filed herewith as Exhibit 99.2.
Effective as of March 30, 2015, Jim Waltz was appointed director of the Company. Mr. Waltz, 45, has been serving as Acting Chief Operating Officer of the Company since January 2015. Since August 2010, Mr. Waltz has served as the Chief Executive Officer of Beanstock Media, a leading advertising-technology company, where he heads business strategy and execution using his hands-on knowledge of the inner workings of the technology and his strategic vision of the ad serving and ad network worlds to connect consumers with rich, engaging and relevant interactive ad content. Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President of Traffic MarketPlace, Chief Executive Officer of AdModus and Vice President of Sales at DoubleClick. Because of his extensive experience in strategic and operational leadership with an emphasis in technology companies, we determined that Mr. Waltz should be appointed to the Board of Directors.
In exchange for his services as director, Mr. Waltz shall receive annual compensation in the form of (i) $80,000, (ii) 48,000 shares of restricted stock and (iii) an option to purchase 24,000 shares of the Company’s common stock, issued under the Company’s Amended and Restated 2010 Stock Incentive Plan, at an exercise price of $2.25 per share.
Mr. Waltz does not have any family relationships with any officers or directors of the Company and has not had any transactions with the Company since January 1, 2014 through the present that would require reporting pursuant to Item 404(a) of Regulation S-K.
Effective as of March 30, 2015, Norman Brodeur was appointed director of the Company. Mr. Brodeur, 43, is a beneficial owner of greater than ten percent of the Company’s outstanding shares of common stock and has served as a consultant to the Company since October 2014 (as described below). Mr. Brodeur has been a Managing Partner at WNA Venture Capital since 2003 and has extensive experience in the financial services industry and investment banking. Mr. Brodeur specializes in developing partnerships with emerging growth companies, with a focus in digital media, entertainment and disruptive technologies. Because of his experience with emerging growth digital media companies, we determined that Mr. Brodeur should be appointed to the Board of Directors.
In exchange for his services as director, Mr. Brodeur shall receive annual compensation in the form of (i) $192,000, (ii) 48,000 shares of restricted stock and (iii) an option to purchase 24,000 shares of the Company’s common stock, issued under the Company’s Amended and Restated 2010 Stock Incentive Plan, at an exercise price of $2.25 per share.
Mr. Brodeur does not have any family relationships with any officers or directors of the Company.
On July 15, 2014, Mr. Brodeur acquired beneficial ownership of 4,528,223 shares of the Company’s common stock, representing greater than ten percent of the Company’s issued and outstanding shares, pursuant to a certain Stock Purchase Agreement, as amended (the “Agreement”), by and among the Company, OneScreen, Inc., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation and OneScreen’s spun-off former subsidiary (“Media Graph”), and the shareholders of Media Graph as set forth on Exhibit A thereto (the “Selling Shareholders”), whereby the Company acquired certain assets of OneScreen in exchange for 5,000,000 shares of the Company’s common stock, which were allocated among the Selling Shareholders. As a result of the transaction, OneScreen Partners, Inc., OneScreen Partners B, Inc., OneScreen Inc., VSIP, Inc., Vidshadow Partners, Inc. and WNA Technologies, Inc. (each, a “Brodeur Entity”) received an aggregate of 4,528,223 shares of the Company’s common stock. As principal executive officer of each of the Brodeur Entities, Mr. Brodeur has voting and investment control over such shares. A copy of the Agreement is filed with the Current Report on Form 8-K filed with the SEC on July 17, 2014.
On October 1, 2014, the Company entered into a Consulting Agreement with Mr. Brodeur, pursuant to which Mr. Brodeur provides management and business consulting services, primarily in connection with identifying and evaluating prospective strategic business opportunities and alliances and managing prospective investor relations in exchange for a fee of $16,000 per month. The parties terminated the agreement as of March 30, 2015.
Other than as described above, Mr. Brodeur has not had any transactions with the Company since January 1, 2014 through the present that would require reporting pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On April 3, 2015, the Company issued a press release announcing the changes to its Board of Directors discussed in Item 5.02 above. A copy of the press release is filed herewith as Exhibit 99.3.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
|
99.1 99.2 99.3 |
Letter of Resignation from Bruce Wiseman, effective March 30, 2015 Letter of Resignation from Mark Lambert, effective March 30, 2015 Press Release dated April 3, 2015 |
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 3, 2015 | ADAPTIVE MEDIAS, INC. | |
| /s/ Omar Akram | ||
|
Omar Akram President and Chief Financial Officer |
Exhibit 99.1
March 30, 2015
Omar Akram, Officer, President and CFO
Directors of the Board
Adaptive Medias, Inc.
16775 Von Karman Ave, Suite 240
Irvine, CA 92606
RE: Resignation from Board of Directors
Dear Omar and Board of Directors,
In Accordance with the Adaptive Medias Bylaws, I hereby resign from the Board of Directors effective immediately, March 30, 2015. I can no longer fulfill my duties due to time constraints and personal reason s.
Sincerely,
/s/ Bruce Wiseman
Bruce Wiseman
Exhibit 99.2
March 30, 2015
Mr. Omar Akram
Mr. Bruce Wiseman
Directors of the Board
Adaptive Medias, Inc.
16775 Von Karman Ave, Suite 240
Irvine, CA 92606
Dear Board of Directors,
In accordance with the Adaptive Medias bylaws, I hereby tender my resignation from the Board of Directors and as Audit Committee Chairman effective immediately, March 30, 2015. I can no longer fulfill my duties due to time constraints and personal reasons.
Sincerely,
/s/ Mark T. Lambert
Mark T . Lambert
Exhibit 99.3
FOR IMMEDIATE RELEASE
APRIL 3, 2015
ADAPTIVE MEDIAS, INC. ANNOUNCES CHANGES TO BOARD
OF DIRECTORS TO SUPPORT FUTURE GROWTH
Jim Waltz, Acting COO of Adaptive Medias and Former VP of Sales at DoubleClick,
and Norman Brodeur, Wall Street Veteran, Appointed to Board of Directors
IRVINE, California, April 3, 2015 - - Content syndication and monetization company, Adaptive Medias, Inc. (OTCQB: ADTM), a leader in programmatic advertising across mobile, video and online display, today announced that Jim Waltz, 45, Acting Chief Operating Officer of Adaptive Medias, Inc. and Norman Brodeur, 43, a seasoned corporate finance executive and longtime investor in Adaptive Medias, have been appointed to the Company’s Board of Directors. Messrs. Waltz and Brodeur will be replacing Bruce Wiseman and Mark Lambert, who have resigned from the Board, effective immediately.
“We welcome a new era in this next growth phase for Adaptive Medias with the appointments announced today,” said Omar Akram, President and Chief Financial Officer. “In particular, Jim’s deep ad tech and brand building experience, including formerly as vice president at DoubleClick, and Norman’s extensive corporate finance background, will add important perspectives to our Board. We believe these changes will support our accelerated growth strategy and illustrate the depth of the Company’s dedicated and committed management team and Board of Directors. We are also grateful to Bruce and Mark for their valuable wisdom, guidance and support and wish them the best in their future endeavors,” concluded Mr. Akram.
Mr. Waltz has been serving as Acting Chief Operating Officer of the Company since January 2015. Since August 2010, Mr. Waltz has served as the Chief Executive Officer of Beanstock Media, a leading advertising-technology company, where he heads business strategy and execution using his hands-on knowledge of the inner workings of the technology and his strategic vision of the ad serving and ad network worlds to connect consumers with rich, engaging and relevant interactive ad content. Prior to joining Beanstock Media, Mr. Waltz held senior positions, including President of Traffic MarketPlace, Chief Executive Officer of AdModus and Vice President of Sales at DoubleClick.
Mr. Brodeur, a longtime investor in Adaptive Medias, has been a Managing Partner at William Nichols Venture Capital Partners since 2003. Mr. Brodeur has over 20 years of experience in the financial services and investment banking industries having actively participated in a number of prominent private and public offerings. Mr. Brodeur also specializes in developing strategic partnerships and alliances for emerging growth companies with a focus on companies with digital media, entertainment and disruptive technologies.
ABOUT ADAPTIVE MEDIAS, INC.
Adaptive Media is a programmatic audience and content monetization provider for website owners, app developers and video publishers who want to more effectively optimize content through advertising. The Company provides a foundation for publishers and developers looking to engage brand advertisers through a multi-channel approach that delivers integrated, engaging and impactful ads across multiple devices. Adaptive Media meets the needs of its publishers with an emphasis on maintaining user experience, while delivering timely and relevant ads through its multi-channel ad delivery and content platform. For more information, please visit www.adaptivem.com . Also, follow them on Twitter @adaptive_m.
This Press Release may contain certain forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Adaptive Medias, Inc. has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "potential" and similar expressions. These statements reflect Adaptive Medias' current beliefs and are based on information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause Adaptive Medias' actual results, performance or achievements to differ materially from those expressed in or implied by such statements. Adaptive Medias undertakes no obligation to update or provide advice in the event of any change, addition or alteration to the information contained in this Press Release including such forward-looking statements.”
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Investor Contact:
AJ Homayun
ahomayun@irpartnersinc.com
818-280-6800
PR Contact:
Zach Weiner
pr@adaptivem.com