Form 8-K for MIMVI, INC.
2-Jul-2013
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition
Item 1.01 Entry into a Material Definitive Agreement.
The Merger
On July 1, 2013 (the "Closing Date"), Mimvi, Inc., a Nevada corporation ("we" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby the Company's wholly owned subsidiary, Adaptive Media Acquisition Co., Inc., an Oregon corporation, merged with and into Adaptive Media, Inc., an Oregon corporation ("Adaptive Media"), a company engaged in the business of Internet, mobile, and video advertising (the "Merger"). On July 1, 2013, the parties executed all documents and filed the Plan of Merger with the Oregon Secretary of State. Upon consummation of the Merger, the Adaptive Media shareholders were issued 33,500,000 shares of common stock, par value $0.001 per share, of Mimvi constituting approximately 29.9% of the outstanding stock of the Company. The current shareholders will retain 70.1% of the Company. Specifically, each Adaptive Media share was converted into the right to receive 3,350 shares of Company Common Stock. In addition, the Company entered into a Put Agreement with the Adaptive Media Shareholders granting them the right to require the Company to purchase from them up to their pro rata portion of 5,500,000 shares, subject to certain limitations. The Merger caused Adaptive Media to become a wholly owned subsidiary of the Company. The Merger was subject to customary closing conditions. A copy of Agreement and Plan of Merger dated July 1, 2013 is included as Exhibit 10.1 hereto.
The Company intends to file financial statements of the acquired company, Adaptive Media, in addition to pro forma financial information, in an amendment to this Current Report on Form 8-K. Upon the closing of the Merger, Michael Poutre resigned as the Company's Chief Executive Officer and Director and Kasian Franks resigned as Chief Visionary Officer and Chairman of the Company's Board of Directors. Qayed Shareef was appointed as the Company's Chief Executive Officer and Director.
The foregoing description of the Merger and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 10.1 hereto, and the Put Agreement, which is filed as Exhibit 10.2 hereto, and which are incorporated herein by reference.
On the Closing Date, we entered into an employment agreement with Qayed Shareef (the "Employment Agreement"), whereby Mr. Shareef agreed to serve as our Chief Executive Officer for a period of three (3) years, subject to renewal, in consideration for an annual salary of $120,000 and an Indemnification Agreement. The shares of Company stock that Mr. Shareef is acquiring pursuant to the Merger are also subject to a Leak-Out and Lockup Agreement (the "Leak-Out and Lockup Agreement"). The Leak-Out and Lockup Agreement, Employment Agreement, and Indemnification Agreement are filed as Exhibits 10.3, 10.4, and 10.5, respectively, which are incorporated herein by reference.
Also on the Closing Date, Michael Poutre, our former chief executive officer, entered into a consulting agreement (the "Consulting Agreement") with the Company. Mr. Poutre agreed to advise the Company during its transition in exchange for cash consideration equal to $15,000 per month. In addition, the Company will, within five (5) days of the Closing Date, issue to Mr. Poutre 500,000 shares of Common Stock and a three-year stock purchase warrant to purchase an additional 500,000 shares at an exercise price to be determined. The Consulting Agreement is for a four (4) month term, with an automatic monthly renewal provision. In connection with the Consulting Agreement, the Company and Mr. Poutre also entered into an indemnification agreement. The Consulting Agreement and Mr. Poutre's indemnification agreement are filed as Exhibits 10.6 and 10.7, respectively, and are incorporated herein by reference.
Following the closing of the Merger, there were approximately 111,966,709 shares of our Common Stock issued and outstanding.
The shares of our Common Stock issued to the Adaptive Media Members in connection with the Merger were not registered under the Securities Act, and were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder. Certificates representing these shares will contain a legend stating the restrictions applicable to such shares.
Changes to the Board of Directors and Executive Officers
On the Closing Date, effective upon the closing of the Merger, Michael Poutre resigned as our Chief Executive Officer and Director and Kasian Franks resigned as Chief Visionary Officer and Chairman of our Board of Directors. Pursuant to the terms of the Merger Agreement, Qayed Shareef was appointed as our Chief Executive Officer and Director.
Qayed Shareef, 37, has over 12 years of experience in digital marketing. Prior to founding Adaptive Media, Mr. Shareef served as the Executive Vice President and General Manager for Traffic Marketplace's ad network, where he managed ad operations, campaign management, publishers, and business development. During his tenure, the network consistently ranked in the top ten networks for reach, while working with both Fortune 500 advertisers and comScore top 1000 sites. He helped launch Traffic Marketplace's first mobile network in 2008, which produced 20% of the network's revenue by 2011. Prior to his role at Traffic Marketplace, Mr. Shareef co-founded and was the Chief Operating Officer of Premier Group . . .
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