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): February 15, 2016

 

ADAPTIVE MEDIAS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-54074		26-0685980
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

47 Discovery Suite 220

Irvine, CA 92618

(Address of principal executive offices) (zip code)

 

949-525-4466

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

[  ]	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 15, 2016, Adaptive Medias, Inc. (the “Company”) entered into an advisory engagement agreement (the “Engagement Agreement”) with Roth Capital Partners, LLC (“ROTH”). ROTH is an investment banking and securities firm headquartered in Newport Beach, California, with a focus on serving emerging growth companies.

 

ROTH will provide strategic advisory services to the Company, in particular related to an offer recently received by the Company from AdSupply, Inc. to acquire all of the outstanding shares of the Company for $35 million or $1.50 per share (the “Transaction”). ROTH also will assist with identifying other prospective buyers or strategic partners for the Company. Through its full scope of investment banking services, ROTH also will focus on assisting the Company in creating and executing new strategies for maximizing shareholder value.

 

Under the terms of the Engagement Agreement, the Company will pay ROTH a non-refundable $50,000 retainer and has agreed to pay ROTH $250,000 in connection with a fairness opinion (the “Fairness Opinion”) prepared by ROTH in connection with the Transaction, plus an additional $50,000 payment to ROTH upon delivery of each additional formal affirmation of such Fairness Opinion, if any. Additionally, the Company has agreed to pay ROTH a $225,000 advisory fee upon the closing of the Transaction and reimburse ROTH up to a maximum of $10,000 for its reasonable out-of-pocket expenses related to the services described in the Engagement Agreement. The term of the Engagement Agreement will continue until the earlier of May 15, 2016 or the closing of the Transaction.

 

The foregoing description of the Engagement Agreement is qualified in its entirety by reference to the full text of the Engagement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1	Advisory Engagement Agreement by and between the Company and Roth Capital Partners, LLC dated February 15, 2016.
99.1	Press release dated February 17, 2016.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ADAPTIVE MEDIAS, INC.
Date: February 17, 2016	By:	/s/ John B. Strong
	Name:	John B. Strong
	Title:	Chairman and Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Advisory Engagement Agreement by and between the Company and Roth Capital Partners, LLC dated February 15, 2016.
99.1		Press release dated February 17, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- - PRESS RELEASE - -

 

Investor Contact:	At ROTH Capital:
Max Pashman	Al Longfield
Vice President	Managing Director
mpashman@irpartnersinc.com	alongfield@roth.com
Phone: 818-280-6800	Phone: 949-500-2959

 

FOR IMMEDIATE RELEASE

FebruARY 17, 2016

 

ADAPTIVE MEDIAS, INC. ANNOUNCES ENGAGEMENT OF INVESTMENT BANKING FIRM ROTH CAPITAL PARTNERS TO PROVIDE STRATEGIC ADVISORY SERVICES

 

ROTH Engaged to Initially Focus on Recent Buyout Offer of Adaptive Medias

 

IRVINE, Calif., February 17, 2016 — Content syndication and monetization company, Adaptive Medias, Inc. (OTCQB: ADTM), a leading provider of programmatic advertising across mobile, video and online display, today announced that it has engaged ROTH Capital Partners, LLC, a leading investment banking and securities firm, to provide strategic advisory services, in particular related to an unsolicited offer recently received by the Company, as well as undergoing an effort to identify other prospective buyers or strategic partners for Adaptive Medias, Inc. ROTH will also focus on assisting Adaptive Medias in creating and executing new strategies for maximizing shareholder value through its full scope of investment banking services.

 

“Adaptive Medias is in the process of increasingly expanding into the digital media and mobile markets,” said John B. Strong, Chairman and CEO of Adaptive Medias. “As demand for our proprietary technology continues to grow - - as evidenced by a recent offer to acquire Adaptive Medias - - we will need strategic advisors to provide sound financial guidance to maximize the potential benefits to both our customers and shareholders. We chose ROTH because of their successful track-record as a quality, full-service investment banking firm and look forward to their strategic advice and guidance with these important strategic decisions,” Mr. Strong concluded.

 

ABOUT ROTH CAPITAL PARTNERS

 

ROTH Capital Partners, LLC (ROTH), is a relationship-driven investment bank focused on serving emerging growth companies and their investors. As a full-service investment bank, ROTH provides capital raising, M&A advisory, analytical research, trading, marketing-making services and corporate access. ROTH has raised more than $30 billion for small-cap public companies and completed over 250 merger, acquisition and advisory assignments. Headquartered in Newport Beach, California, ROTH is privately-held and employee-owned, and maintains offices throughout the U.S. For more information on ROTH, please visit www.roth.com.

 

 

ABOUT ADAPTIVE MEDIAS, INC.

 

Adaptive Medias, Inc. (OTCQB: ADTM) is a leading provider of mobile video delivery and monetization solutions for publishers, content producers and advertisers. The company’s comprehensive mobile video technology platform, Media Graph, facilitates the delivery of integrated, engaging video content and impactful ad units across all screens and devices. Adaptive Medias is one of the first companies to offer clients a digital video player built specifically for the mobile world. For more information, please visit www.adaptivem.com. Follow the Company on Twitter @adaptive_m.

 

SAFE HARBOR STATEMENT

 

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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