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): July 11, 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 3.02 Unregistered Sales of Equity Securities.

 

From July 11, 2014 until August 27, 2014, Adaptive Medias, Inc., a Nevada corporation (the “Company”), completed four closings under its private placement offering (the “Summer Offering”) with an accredited investor for gross proceeds equal to an aggregate of $825,000 in exchange for the issuance of (i) 366,668 shares (the “Summer Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a per share price of $2.25, and (ii) warrants to purchase up to 366,668 shares of the Company’s common stock (the “Warrants”) exercisable at a price of $3.00 per share with a term of five (5) years.

 

On September 3, 2014, the Company completed a private placement offering (the “September Offering”) with an accredited investor for gross proceeds equal to an aggregate of $4,000,000 in exchange for the issuance of 1,777,778 shares of Common Stock (the “September Shares” and together with the Summer Shares, the “Shares”) at a per share price of $2.25.

 

The Shares and the Warrants were issued to accredited investors in accordance with Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, in that the Company did not engage in any general advertisement or general solicitation in connection with the offering of the Shares and Warrants, and the Company was available to answer any questions from any purchaser. Cash commissions were not paid in connection with the sale of the Shares and/or Warrants.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers .

 

(e) On September 9, 2014, the Board of Directors (the “Board”) of the Company, approved a second amendment (the “Second Amendment”) to that certain Executive Employment Agreement by and between the Company and Qayed Shareef, the Company’s Chief Executive Officer and a member of the Board, dated as of July 1, 2013 (the “Original Agreement”), as amended on January 21, 2014 (the “First Amendment” and together with the Original Agreement, the “Agreement”). The Second Amendment provides that Mr. Shareef’s compensation shall be increased to $220,000, retroactively effective as of July 1, 2014, and he will be eligible for an ongoing annual bonus of $30,000 based on achieving the 2H revenue goal, as set forth by the Board, payable no later than thirty (30) days following the Company’s fiscal year end. The Agreement was otherwise unmodified and remains in effect. The Original Agreement, First Amendment, and Second Amendment are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and the text of this Item 5.02 is qualified in its entirety by the provisions of such exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

4.1 [Form of Warrant](filed herewith).
10.1 Executive Employment Agreement dated July 1, 2013 (1) .
10.2 First Amendment to Executive Employment Agreement dated January 21, 2014 (2) .
10.3 Second Amendment to Executive Employment Agreement dated September 9, 2014 (filed herewith).
99.1 Press Release dated September 15, 2014 (filed herewith).

 

(1) Filed as Exhibit 10.4 attached to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2013.

(2) Filed as Exhibit 99.1 attached to the Amended Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2014.

 

 
 

 

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.

 

Date: September 15,  2014 ADAPTIVE MEDIAS, INC.
   
  /s/ Qayed Shareef
 

Qayed Shareef

Chief Executive Officer

 

 

 

Exhibit 4.1

 

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ADAPTIVE MEDIAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED .

  Right to Purchase [_______] shares of Common Stock of ADAPTIVE MEDIAS, INC. (subject to adjustment as provided herein)

 

COMMON STOCK PURCHASE WARRANT

 

No. [_______] Issue Date: [_______]

 

ADAPTIVE MEDIAS, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, [_______] or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until the Expiration Date, [_______] fully paid and nonassessable shares of the Common Stock of the Company (the “Warrant Shares”), at a per share purchase price of $3.00. The afore described purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.

 

1. Definitions.   As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

 

(a) The term “Change of Control” means the occurrence of any of the following:

 

(i) the direct or indirect sale, transfer, conveyance or other disposition (including by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company, to any “person” (within the meaning of Section 13(d) of the Exchange Act) other than the Company or any of its subsidiaries;

 

(ii) the Company’s stockholders approve a plan for the liquidation or dissolution of the Company;

 

(iii) any Person or Persons acting together that would constitute a group (for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto) (a “group”), together with any Affiliates or related Persons thereof, is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time or only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the voting power of the Voting Stock of the Company; or

 

 
 

 

(iv) a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (iv), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control;

 

provided, however, that in no event shall the sale of the Common Stock to an underwriter or group of underwriters in privity of contract with the Company (or any other Person in privity of contract with such underwriters) be deemed to be a Change of Control unless such Common Stock is held in an investment account, in which case the investment account would be treated without giving effect to the foregoing part of this provision; and provided, further, that a transaction shall not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

 

(b) The term “Company” shall include ADAPTIVE MEDIAS, Inc. and any corporation which shall succeed or assume the obligations of ADAPTIVE MEDIAS, Inc. hereunder.

 

(c) The term “Change of Control Expiration Time” means, with respect to any Change of Control, immediately prior to the time of consummation of such Change of Control.

 

(d) The term “Common Stock” includes (a) the Company’s Common Stock, $.001 par value per share, as authorized on the Issue Date, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

 

(e) The term “Expiration Date” means (i) 5:00 p.m., New York time on the fifth anniversary after the Issue Date, (ii) The Change of Control Expiration Time; or (iii) the Price Expiration Time.

 

(f) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 3 or otherwise.

 

(g) The term “Price Expiration Time” means 5:00 p.m., New York time on the fifth business day after notice has been given by the Company in accordance with Section 8 of this Warrant that the Quoted Price of the Company’s Common Stock has been at least 150% of the then effective Exercise Price on at least 20 of 30 successive Trading Days in a period ending not more than 15 days prior to the date notice is given by the Company.

 

(h) The term “Quoted Price” means, on any Trading Day, with respect to any security, the last reported sales price or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices, in either case on the NASDAQ Stock Market or, if such security is not listed or admitted to trading on such exchange, on the principal national securities exchange on which such security is listed or admitted to trading or, if such security is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter market in the United States as furnished by any New York Stock Exchange member firm that shall be selected from time to time by the Company for that purpose.

 

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(i) The term “Trading Day” means each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on the applicable securities exchange or in the applicable securities market.

 

2. Exercise of Warrant.

 

Exercise Limitation . Notwithstanding any other provision, at no time may the Holder exercise this Warrant such that the number of Warrant Shares to be received pursuant to such exercise, aggregated with all other shares of Common Stock then owned by the Holder beneficially or deemed beneficially owned by the Holder, would result in the Holder owning more than 4.99% of the outstanding equity of the Company (including without limitation Common Stock and any preferred stock) as would be outstanding on the date of exercise, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, as of any date, the aggregate number of shares of Common Stock into which this Warrant is exercisable within 61 days, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by Holder and its affiliates, shall not exceed 4.99% of the outstanding equity of the Company (including without limitation Common Stock and any preferred stock) as of such date.

 

(a) Number of Shares Issuable upon Exercise . From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 2(b) or upon exercise of this Warrant in part in accordance with subsection 2(c), shares of Common Stock of the Company, subject to adjustment pursuant to Section 3.

 

(b) Full Exercise . This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and surrender of the original Warrant within five (5) trading days of exercise, to the Company at its principal office, accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.

 

(c) Partial Exercise . This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 2(b) except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.

 

(d) Fair Market Value . Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

 

(i) If the Company’s Common Stock is traded on an exchange, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;

 

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(ii) If the Company’s Common Stock is not traded on an exchange, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;

 

(iii) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Board of Directors of the Company shall in good faith determine; or

 

(iv) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

 

(e) Delivery of Stock Certificates, etc. on Exercise . As soon as practicable after the exercise of this Warrant in full or in part, and in any event within five (5) trading days thereafter, the Company at its expense will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 2 or otherwise.

 

(f) Common Stock Legend . The Holder acknowledges and agrees that the shares of Common Stock of the Company, and, until such time as the Common Stock has been registered under the 1933 Act and sold in accordance with an effective registration statement, or exemption from registration, certificates and other instruments representing any of the Common Stock shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ADAPTIVE MEDIAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

3. Adjustment for Reorganization.

 

(a) Reorganization, Consolidation, Merger, etc . In case at any time or from time to time, the Company shall effect a reorganization, then, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property to which such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in this Section 3.

 

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(b) Extraordinary Events Regarding Common Stock . In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 3. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 2, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 3) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

 

(c) Certificate as to Adjustments . In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant.

 

4. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements . The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

 

5. Assignment; Exchange of Warrant . Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.

 

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6. Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

 

7. Transfer on the Company’s Books . Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

 

8. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company to: 16795 Von Karman #240, Irvine, CA 92606, and (ii) if to the Holder, 17901 Von Karman Ave, Ste 600, Irvine, CA 92614.

 

9. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of California. Any dispute relating to this Warrant shall be adjudicated in the City and County of San Francisco in the State of California. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

 

10. No rights as Stockholder . Until the Holder has exercised this Warrant, Holder shall have no rights as a stockholder of the Company in respect to the Warrants until the Holder has exercise its rights to receive Warrant Shares.

 

[Signature Page Follows.]

 

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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

 

  ADAPTIVE MEDIAS, INC.
     
  By:  
    Name: Qayed Shareef
    Title:  Chief Executive Officer

 

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Exhibit A

 

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO:   ADAPTIVE MEDIAS, INC.

 

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase ________ shares of the Common Stock covered by such Warrant.

 

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of $__________ in lawful money of the United States.

 

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ________________________________whose address is _______________________________________________________________________________________ .

 

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act.

 

Dated:       
    (Signature must conform to name of holder as specified on the face of the Warrant)
     
     
     
    (Address)

  

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Exhibit B

 

FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)

 

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of ADAPTIVE MEDIAS, INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of ADAPTIVE MEDIAS, INC. with full power of substitution in the premises.

 

Transferees Percentage Transferred Number Transferred
     
     
     

 

Dated:                             ,                                             
  (Signature must conform to name of holder as specified on the face of the warrant)
     
Signed in the presence of    
     
     
(Name)   (address)
     
     
ACCEPTED AND AGREED:  
[TRANSFEREE]   (address)
     
     
(Name)    

 

 

 

Exhibit 10.3

 

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

 

This Second Amendment to Executive Employment Agreement dated as of September 9, 2014 (this “Second Amendment”), by and between Adaptive Medias, Inc., (formerly Mimvi, Inc.) a Nevada corporation (the “Company”), and Qayed Shareef (the “Executive”).

 

WHEREAS, the parties hereto entered into that certain Executive Employment Agreement dated as of July 1, 2013 (the “Original Agreement”), as amended on January 21, 2014 (the “First Amendment” and together with the Original Agreement, the “Agreement”); and

 

WHEREAS, the Executive and the Company have agreed to enter into this Second Amendment to amend the Agreement with such capitalized terms used but not otherwise defined herein having the meanings given to them in the Agreement.

 

NOW, THEREFORE, for value received, the Executive and the Company agree as follows:

 

1. Section 3(a) . The reference to “$120,000” is hereby deleted in its entirety and replaced with the reference to “$220,000”.

 

2. Section 4 . Section 4 of the Agreement is hereby amended by adding a new subsection (g) which reads as follows:

 

(g) On-Target Bonus . The Executive shall be entitled to receive an ongoing annual bonus of $30,000 based on achieving the 2H revenue goal, as set forth by the Board, payable no later than thirty (30) days following the Company’s fiscal year end.

 

2.  Affirmation of Remaining Terms and Conditions . The Company and the Executive affirm that all of the other terms and conditions of the Agreement shall continue in full force and effect.

 

[ Signature Page Follows ]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Second Amendment effective on the date and year first above written.

 

  ADAPTIVE MEDIAS, INC.
   
  /s/ Omar Akram
  Omar Akram, Vice President of Product & Technology
   
   
  EXECUTIVE
   
   /s/ Qayed Shareef
  Qayed Shareef

 

 

 

 

Exhibit 99.1

 

ADAPTIVE MEDIAS, INC. ANNOUNCES AGREEMENT TO RAISE $5.2 MILLION IN PRIVATE PLACEMENT

 

Capital Infusion Strengthens Balance Sheet and Funds Plans to Capitalize on Rapidly Expanding Market Opportunity

 

IRVINE, CA – September 15, 2014 – Adaptive Medias, Inc. (ADTM), a leader in programmatic advertising across mobile, video and online display, announced today that it has closed private placements with two institutional investors. The Company has agreed to sell an aggregate of 2.13 million shares of its common stock at $2.25 per share, for total gross proceeds of $5.2 million.

 

The Company intends to use the aggregate net proceeds from the transaction to aggressively expand their customer acquisition through accelerated sales and marketing efforts, as well as for other general corporate purposes.

 

Qayed Shareef, Chief Executive Officer of Adaptive Medias, Inc., stated, “We have been fortunate enough to have consistent financial support from our investors. This is a clear vote of confidence in our platform and strategy. As a company we are now positioned financially and technically for explosive growth. This new capital will allow us to aggressively take our end-to-end multi-screen video solution to market. We have the proven technology and infrastructure to become a leader in the highly fragmented digital video and mobile space.”

 

Mr. Shareef added, “Our timing couldn’t be better. Mobile video consumption is growing at an estimated 40% year over year. With the clear movement of users to a multi-screen approach, publishers are struggling with multiple vendors to meet this demand. Our single source solution addresses their concerns and allows them to maximize this shifting trend in usage.”

 

For more information about Adaptive Media, please visit www.adaptivem.com .

 

Facebook ® is a registered trademark of Facebook Inc.

 

About Adaptive Media

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 us on Twitter at @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.

 

For Further Information

Adaptive Media Investor Relations:

Casey Stegman

Stonegate, Inc.

Phone: (972) 850-2001

Email: casey@stonegateinc.com