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Good morning ed and newe,
Looks like we'll be getting some news on Monday that should clarify what is actually happening with AdSupply. I tend to think it will be a positive for longs going forward. John, has not built a solid reputation and background doing deals that are not worthwhile and he seems to truly look out for stockholders. We will know soon enough.
As a side, isn't it time the ADTM Executive Team information is updated, at least?
I may be totally off base here, but I think 236 is living in the past and basing his scam theory on past management's actions. I hope, but if not, hey, I have always known of the risk involved in investing in small, upcoming companies. I never risk more than I can afford to lose.
GLA,
lady
Hello newelong and ed2000.
Looks like we have another 5% holder of ADTM stock. JSJ Investments out of Dallas, Texas. SC SG13 filed as of today. You can view it on ADTM website.
Go here to check out JSJ Investments website:
http://jsjinvestments.com
Have a great weekend!
lady
quetal,
Thanks for your kind response. Yes, John inherited a great deal as you state. I feel there are still some issues weighing in at this time. Hence, Roth, but so far what I have seen from John, appear to be positive steps to bringing this business out of a rather sordid past and poor business and money management situation to one of a rather bright and hopefully lucrative company moving forward, whether that be through organic, merged growth or simply be sold outright.
People are starting to take notice, and this is not John's first rodeo.
Time will tell, but I think time is speeding up a bit.
Good luck to you.
lady
Good afternoon, newelong.
Good to see more good news coming in. I like and think the bringing on of Roth, at this time, is reasonable and prudent. I also think that John is experienced from his past endeavors to be well qualified to run this company. It would be careless and unthinking not to consider that he has to be dealing with a number of legacy issues. In so far as where he has brought the company in a very short time, I like what I see. I continue to hold shares and will until I see something taking this south.
Regards,
lady
For further clarification regarding the Advisory Agreement and press release with Roth Capital Partners, please see below.
Form 8-K for ADAPTIVE MEDIAS, INC.
17-Feb-2016
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
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.
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
Adaptive Medias Inc.
45 minutes ago
GlobeNewswire
IRVINE, Calif., Feb. 17, 2016 (GLOBE NEWSWIRE) -- 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. (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.
Form 8-K/A for ADAPTIVE MEDIAS, INC.
5-Feb-2016
Change in Directors or Principal Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
Effective January 12, 2016, the Board appointed Sal Aziz as a member of the Board. Mr. Aziz has not been appointed to any committees of the Board.
Director Compensation Policy
Consistent with the Company's existing director compensation policies (the "Director Compensation Policy"), and in connection with Mr. Aziz's appointment to the Board, on February 3, 2016 (the "Effective Date"), the Board approved the grant to Mr. Aziz of the following equity awards: (i) 50,000 shares of the Company's common stock (the "Common Stock"); (ii) on each of the subsequent four
(4) anniversaries of the Effective Date, an additional 50,000 shares of Common Stock (such that the total number of shares issuable to Mr. Aziz pursuant to the Director Compensation Policy shall equal 250,000); (iii) a non-qualified stock option to purchase 50,000 shares of Common Stock, exercisable for $0.59 per share, which reflects the closing price of the Common Stock on the OTC Market on the Effective Date; and (iv) on each of the subsequent four (4) anniversaries of the Effective Date, a non-qualified stock option to purchase an additional 50,000 shares of Common Stock, in each case exercisable at a price per share equal to the fair market value of the Common Stock on the date of the respective grant determined in accordance with the terms of the Company's 2010 Stock Incentive Plan (such that the total number of shares subject to options issuable to Mr. Aziz pursuant to the Director Compensation Policy shall equal 250,000). Each grant of shares and options made pursuant to the Director Compensation Policy will vest in twelve (12) equal monthly installments over the one year period following the date of grant so long as Mr. Aziz continues to provide continuous service to the Company.
Retention Bonus Award
In addition, on the Effective Date, the Board approved an additional grant to Mr. Aziz of 250,000 shares of Common Stock as a retention bonus award, all of which are immediately vested on the date of grant.
Guys,I cannot believe this appointment, compensation and awards to Mr. Aziz would have occurred if this company was not expecting some really great things in the not to distant future. So encouraging!! Keeping the faith.
lady
Hi,ed2000!
Thanks to you and newelong for all the great information you share with this board! You are both a breath of fresh air and bring a great deal to the table. Also, I am very happy to see that you have become a board moderator as it has needed some balance for a very long time. .
I don't post often nor weigh into the fray of discussion, however, when I do post I try to bring information that can be verified. Sources of information provided are of the utmost importance in getting the REAL facts to shareholders and others interested in considering this company as an investment.
Please keep up the good work.
Best regards,
lady
Hey newelong!
I agree that this company is definitely on the right track now. I have done extensive research on John Strong and he has a very successful and stable background. His leadership of companies in the past has afforded him a record to be proud of. I truly believe he is the man that can take this company and make something out of it. It's nice to see others thinking the same way.
Good luck fellow shareholder!!
lady
Form 8-K for ADAPTIVE MEDIAS, INC.
5-Feb-2016
Change in Directors or Principal Officers, Financial Statements and Exhibit
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 3, 2016 (the "Effective Date"), Adaptive Medias, Inc. (the "Company") entered into an executive employment agreement (the "Agreement") with the Company's current Chairman and Chief Executive Officer, John B. Strong ("Executive"). Pursuant to the Agreement, the term of Executive's employment shall continue until the third (3rd) anniversary of the Effective Date, unless terminated earlier pursuant to the terms and conditions thereof.
The Company will initially pay Executive an annual base salary of $72,000 as compensation for Executive's services. On January 1, 2017, pursuant to the Agreement, Executive's annual base salary will increase to $225,000. The Company will pay Executive's base salary periodically in accordance with the Company's normal payroll practices and be subject to required withholdings.
In connection with the execution of the Agreement, the Company will recommend to the Board of Directors of the Company that the Company grant Executive an aggregate of 2,250,000 shares of the Company's common stock (the "Shares") pursuant to the terms and conditions of a restricted stock award agreement (the "Award Agreement"). The Shares shall vest as follows: (i) two-thirds (?) of the aggregate number of Shares shall vest as of the Effective Date and (ii) the remaining Shares (the "Unreleased Shares") shall vest in three equal annual installments on each anniversary of the Effective Date, subject to Executive's continuing to provide services to the Company through each such date.
Additionally, if Executive's employment is terminated by the Company without cause or by Executive for good reason (including in connection with a change of control of the Company that occurs within ninety (90) days of such termination), Executive will be entitled to (i) all accrued salary and benefits through the date of termination, (ii) a lump-sum payment equal to the greater of (A) the product of (x) Executive's then-current base salary and (y) a fraction, the numerator of which is the number of days remaining in Executive's three-year employment term after the effective date of termination and the denominator of which is 365 and (B) twelve (12) months of Executive's then-current base salary, and (iii) accelerated vesting with respect to any remaining Unreleased Shares.
The foregoing descriptions of the Agreement and the Award Agreement are qualified in their entirety by reference to the full text of the Agreement and the Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Executive Employment Agreement effective as of February 3, 2016 between the Company and John B. Strong.
10.2 Restricted Stock Award Agreement effective as of February 3, 2016 between the Company and John B. Strong.
I certainly don't believe if this is a scam company that the above employment contract would have even been a consideration.
GLA
IRVINE, Calif., Jan. 28, 2016 (GLOBE NEWSWIRE) -- Adaptive Medias, Inc. (ADTM), a video technology company that supports publishers, content producers and brand advertisers, today announced the release of its newest Digital Video Player 4.0. With this new video player, Adaptive Medias enables its clients to seamlessly deliver and effectively monetize digital content across all screens and devices.
At only a fraction of the size of its predecessor, Player 4.0 is faster and more lightweight in design than ever before. The player harnesses the latest in browser technology, resulting in faster data processing and ad calling. The new player also evaluates and accepts only the highest VAST and VPAID advertising standards from the Interactive Advertising Bureau.
In addition, clients can now enjoy expanded branding options, which include customizable skins, accent colors and watermarks. The video player also has the ability to track custom data points at the request of users to fulfill their unique advertising analytics needs. Adaptive Medias’ player is completely proprietary and is ready for immediate usage by all of the company’s existing and future partners to better leverage mobile video.
A recent study by ZenithOptimedia stated that mobile ads will comprise 50.2% of digital advertising in 2018, surpassing desktop ads for the first time. Because of the advancements in technology and evolving audience behaviors, publishers and advertisers are facing increased pressure to rethink their digital video initiatives. Adaptive Medias’ Player 4.0 equips digital stakeholders with a reliable and profitable technology so they can leverage the potential of digital video.
“Player 4.0 is by far our fastest player developed,” said Chairman and CEO John B. Strong. “It has the ability to move between Flash and HTML5 with ease and operate at unprecedented speeds on any device. When we combine this player with our Media Graph platform and ad server, we’re really expecting to change the ad serving landscape and be the go-to solution for mobile video,” Strong concluded.
I think we have a fine leader in John Strong and I'm expecting good things to come! GLA
You're not alone. I too am looking to a great future for this company!
I really appreciate your posts and the information you share.
IRVINE, Calif., Jan. 26, 2016 (GLOBE NEWSWIRE) -- Adaptive Medias, Inc. (ADTM), a video technology company that supports publishers, content producers and brand advertisers, today announced a strategic partnership with international agency One Central Point Ltd., (www.onecentralpoint.com). With this new partnership, One Central Point will use Adaptive Medias’ all-in-one monetization platform to power its digital video initiatives and generate revenue for its publishers.
One Central Point (OCP) is a London-based hub for international digital media. It’s the only company in the world to offer premium websites in every key territory around the globe (excluding the U.S.) and enables advertisers and agencies to plan, buy and execute premium brand campaigns across its suite of digital media executions, including rich media, high-impact formats, mobile and video.
“Media Graph is the ideal platform to help us power our video solution,” said Joel Cymberg, CEO of One Central Point. “Adaptive Medias has the unique capability to package its mobile-first video player with ads and content, which for us represents a massive opportunity. We look forward to working with Adaptive Medias’ team and technology.”
John B. Strong, Chairman and CEO of Adaptive Medias, said, “One Central Point is a company that works with some of the largest publishers in Europe, and we’re incredibly excited about our partnership and the opportunity to expand into additional markets. Audience video-viewing behaviors are continually evolving in the digital world, so it’s important for us to stick to our goal of improving the digital video economy and simplifying the way publishers, content creators and advertisers generate revenue.”
ABOUT ONE CENTRAL POINT
Headquartered in London, One Central Point is a hub for international digital media. One Central Point is the only company in the world to offer premium websites in every key territory around the globe (excluding the U.S.). One Central Point enables advertisers and agencies to plan, buy and execute premium brand campaigns across the suite of digital media executions (i.e. rich media, high impact formats, mobile and video). One Central Point supports the best of the international media companies to gain access to the budgets and campaigns of some of the biggest and best known advertisers in the world. For more information, visit www.onecentralpoint.com.