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 21, 2017
THEMAVEN, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 1-12471 | 68-0232575 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5048 Roosevelt Way NE, Seattle, WA | 98105 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 775-600-2765
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 .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 7.01. Regulation FD Disclosure
Attached as Exhibit 99.1 to this Item 7.01 is a presentation that is being used by the management of theMaven, Inc. (the “Company") at investor conferences and at meetings describing the Company. The information contained in Item 7.01 of this report and in Exhibit 99.1 shall not be deemed “filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Document Description |
| 99.1 | Investor presentation dated February 21, 2017 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| theMaven, Inc. | ||
| Date: February 21, 2017 | By: | /s/ James C. Heckman |
| James C. Heckman Chief Executive Officer | ||
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Exhibit 99.1
Expert - Led Group Media Network Investor Presentation
Information Included In This Presentation You should read documents that we have filed with the SEC for more complete information about us. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov . This presentation contains forward - looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered to be “forward - looking statements.” Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “potent ial ”, “will”, “would”, “could”, “should”, “continue”, “strong”, “upcoming” and similar expressions are intended to identify forward looking statements. Forward - looking statements are based on management’s current expectations and are subject to risks and uncertainties which may cause results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include: our ability to launch our group media network; our ability to expand the number of media channel partners; obtaining sufficient user traffic; managing our growth and our ability to address the risks that a new enterprise may encounter from time to time; our ability to obtain intellectual property protection for our assets; our ability to accurately estimate our expenses and cash u se and raise additional funds when necessary; our ability to address regulatory and market developments that affect our operations and generating usage; and competition. These and additional risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10 - K and our Quarterly Reports on Form 10 - Q. Undue reliance should not be placed on forward - looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update any forward - looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events. 2 2
What is TheMaven? 3 3 World Class Technology Platform ● Access via web, iOS app, Android app ● Easy as FB, Twitter, YouTube to create and share all content ● Moderation, CMS, engagement/revenue dashboard ● Platform is one - stop - stop distribution amplifier ● Rewards, recognizes, amplifies social engagement Value Proposition for Advertisers, Consumers, Publishers ● Politics, Lifestyle, Tech, Non - Profit, Outdoors, Hobbies, etc. ● For advertisers : premium quality, large scale, single connection ● For consumers : intensely focused content, group engagement ● For publishers : single, efficient platform, revenue share partners ● Perfect storm: high engagement, premium quality, scale, efficiency TheMaven is a coalition of elite, independent publishers sharing a unified business & technology platform Expert - Led Group Media Network
Why TheMaven? 4 4 Community model creates critical mass for channel partners to generate higher engagement, driving sustainable revenue Founders have proven the model in sports and entertainment; now taking the model to 19 other categories Social media platforms now charge “boosting” to reach followers, but our hand - picked publishers get unrestricted access to their customers and constituents TheMaven offers its platform to professionals only, operating a boutique, closed network for independent, professional publishers Independent publishers no longer have a sustainable revenue or distribution model Our platform brings three otherwise - unavailable assets: 1. Self - sustaining distribution 2. World - class technology 3. Network - Scale ad revenue 4
Leadership - Digital Media Pioneers 5 5 James Heckman CEO, Founder, Director Formerly: Head of Global Media Strategy, Yahoo!; Founder/CEO of NFL Exclusive, Rivals.com, Scout.com, 5to1; CSO Zazzle; CSO Fox Interactive Ross Levinsohn Director Director, Tribune Media; Formerly: CEO, Yahoo!; President, Fox Interactive Media; SVP/GM, Fox Sports Interactive; senior roles at AltaVista, CBS Sportsline, HBO ...and a world - class product/engineering team Internet platform veterans: Google, Microsoft, thePlatform, Fox, 5to1, CBS SportsLine, Yahoo!, Rivals, Scout, Amazon Bill Sornsin COO, Co - founder Formerly: CTO/co - founder Rivals.com, Scout.com; COO Scout Media; VP Engineering/ Operations, Fox Interactive Media; Group Manager, MSN Core Technology; Product Manager, Microsoft Exchange Ben Joldersma CTO, Co - founder Formerly: CTO/CPO Scout.com; Sr Software Engineer, Google; Principal Software Engineer, Yahoo!; System Architect, 5to1; Engineering roles at Rivals.com, aQuantive, Microsoft
Leadership (cont.) Robert Levande Director Sr Managing Director, MDB Capital; Board Chairman, Pulse Biosciences; Formerly: Managing Director, Gilford Securities; President, Palantir Group; VP Business Analysis/ Development, Pfizer Medical Technology Group Chris Marlett Director Co - founder, chairman and CEO, MDB Capital; Former CEO, Integrated Surgical Systems Peter Mills Director Formerly: CEO, Cimbal, Inc.; CEO/ Chairman, Integrated Surgical Systems; VP Sales, Speck Design; VP Sales, Softchain; various roles, Adept Technology, Hewlett - Packard Gary Schuman CFO CFO MDB Capital; CFO Cue Biopharma; Formerly: CFO Pulse Biosciences; CFO USBX, Inc. 6
Category Targets Deploying proven model to hundreds of new categories News/Politics Business Autos/Motor Money/ Finance Tech Outdoors Military/ History Fitness/ Wellness Family Advocacy/Causes/ Human Rights General Entrepreneurs Industry News Personal Finance Media - Tech Fishing Roman Sports Nutrition Fatherhood Human Trafficking Pro - Choice Market News Mechanics Retirement AI Hunting Civil War Organic Home School Animal Rights Pro - Life Business News Hot Rods Stock tips Energy Sailing WWI CrossFit Pregnancy Monsanto 2nd Amend/ Gun Limits Regional Business Motorcycle Individual Stocks Computer Science Motor Boating WWII Yoga IVF, Surrogacy Support: Alzheimer’s, ALS, Cancer, Autism, Parkinsons, MD, CP Foreign Affairs/ Security Market News Brand Clubs (Mustang, etc.) Business News Personal Electronics Skiiing/Boarding Communism (Red Terror) Hiking Same - sex parenting Ocean/Water/Fish Pundits/Personalities Venture/Start - ups NASCAR Real Estate Investment How Stuff Works Kayak/River Weapons (personal/hunting) Doctors Single Parents Religious Freedom Conservative Aerospace Formula 1 Day Trading Apple Climbing Weapons (military) Medical Advice Divorce Father's Rights Liberal Careers History Asia/Pacific MSFT Paintball Vietnam Health Advice Special Needs Choice/teen sexual health Libertarian Insurance Marine Boats Europe Google Road Biking News Med Tech Sex Advice Justice & Law Socialist Fashion Industry Reviews/Ratings Careers Nerd Mt Biking Asia Running College Admissions GMO Libertarian Bitcoin Electric Vehicles Commodities Audio Hiking Europe Motivational Motherhood Disabilities Green MacroEconomics Autonomous Vehicles Market News Space Tennis Archeology Bodybuilding Working Moms Immigration Candidates Energy Safety Motivational Biology Golf Antiques Martial Arts Parenting Arts State Politics Music Industry Touring Gold/Silver Mobile Wildlife Medieval History Reproductive Health Reproductive Healtth Veterans Military/War News Tech Industry Vintage/Restoration Foreign Exchanges Oceanography IronMan Modern Military Fencing Online Education Autism Anti - War Ag/Farming Sailing Technology Tools NASA Running Native American Boxing Discipline Burning Man Parties Real Estate Yachting Taxes Mathematics Fly Fishing Special Forces Kickboxing Step - parenting Charter Schools Food Safety Mining Alternative Fuels Emerging Markets Aerospace Offshore Fishing Railroad Pilates Vaccination Clean Energy Education Policy Advertising Diesel BitCoin Chemistry Backcountry/OffPiste Industrial Spinning Ancestry WikiLeaks ISIS/Radical Islam Construction Dirtbike After - Hours Trading DNA/Genetics Big Game Hunting Architectural Meditation Family Finance Wildlife Conservation Immigration PE/M&A Streetbike PE/M&A General Science Firearms Aviation Accupuncture Stay - at - home Parents Nonprofits (general) Legal News Restaurant Corvette MicroFinance Life Extension Target Shooting Napoleon Depression Help Babysitting Preppers (survival) Healthcare H1 Visa Help Porsche Fine Art Brain Science GeoCaching Cold War Recovering Alcoholics Family Travel Native American North Korea Tax Ferrari Budgeting Earth Science Archery History Podcasts ADD/ADHD Family Law LGBT Israel/Palestine Luxury Goods Street racing For Immigrants Physics Crossfit Firearms Diabetes Custody Muslim Drug War/Policy Transportation Harley Davidson Offshore Havens Paranormal Scuba Diving Ancient Greece Birth Defects Blended Families Christian WikiLeaks VRBO/AirBnB Small Engines Currency Trading Hacker Paintball Naval Paleo Relationships Sustainable Living 7
8 8 Two dozen channel partners signed so far, and growing weekly: ● Pulitzer Prize and other award - winning journalists ● Leading financial reporters from Forbes, Seeking Alpha, Fox Business ● Globally significant causes, foundations and non - profit communities ● Household - name political activists ● Top social influencers from Facebook, Twitter and YouTube in key categories For more specifics on partner signings and channel growth, go to “Press” at http://themaven.net/ Channel Partner Signings Gain Momentum Early indicator of demand for TheMaven business model
How do channel partners make money? Shared technology means no platform operating expenses for partners ● And access to world - class tech they’d never afford otherwise New inventory not possible to reach without TheMaven ● Own, control and grow partner’s own social network ● Distribution within/across TheMaven network (no cost) ● Third Party Distribution to major media outlets via TheMaven relationships Advertising revenue - otherwise not accessible ● Professional, major media platform makes endemic sponsorships easier to sell ● TheMaven Sponsorships available as part of combined inventory programs by vertical ● Direct, trading desk relationships with top agencies ● Preferred, ad - network relationships (premium pricing to match premium content at scale) ● Transparent revenue share, no black box, no channel conflicts; TheMaven only sells partners, no O/O Memberships and “productized” donations (at their option) ● “Platinum key” membership, VIP donors ● Recurring revenue – dropped into channel partner accounts, monthly 9 9
How does TheMaven make money? Network efficiency creates high operating margins against ad revenue share ● Scale, unified brand of premium creates new advertising asset ● Revenue share is tiny fraction of increased pie ● Shared infrastructure affords partners to increase quality and scale – more to share Membership platform generates monthly recurring revenue ● Social features create new engagement, new inventory to share Growth through culture, commitment, alignment ● Channel partners share in equity, must stay to earn, aligned interest, will recruit others ● We don't do content, therefore don't compete with publishers for same budget (huge issue) ● Publishers remain independent ● All help each other (distribution) ● We don't win if they don't, in any way (equity or revenue) 10 10
Next - Generation Platform App, Tablet & Desktop 11
Channel Home Detail (Desktop) 12
13 13 Operating Leverage vs Traffic, Revenue Monthly Not a projection, but an illustration of the approximate relationship between traffic and various financial metrics in this business model Assumptions: - Monthly “snapshot”, after at least 1 year of product, network and sales buildout - Blended CPMs of $10/$2.40 for video/display - No in - house sales force, just small sponsorship and ad ops/yield management team (external sales force added after ~40MM uniques) Observations: - OpEx increases modestly vs traffic (mostly video serving costs) - EBITDA margin improves with traffic: 42%/51%/58%
14 14 ● True Partnerships, Total Alignment, Coalition Ownership ● Channel partners are owners, equity holders, tied to performance ● Founding partners’ allocation is significant, ensuring critical mass and long - term sustainability at launch ● Removes sales channel conflicts, aligns management with content producers ● Sustainable business model to serve consumers, partners and investors ● Benefit for consumers is ensuring sustainability for world - class content providers and community ● Benefit for channel partners is permanent audience asset and sustainable revenue model ● Benefit for investors is a sustainable, growing, high - margin business with tremendous scale potential ● 100 Million highly - engaged monthly unique visitors, all organically - driven ● Coalition of several hundred elite influencers, journalists, foundations and passionate cause leaders ● Operate network on unified platform, while preserving partner independence ● Sustainable distribution driven by expert - led communities Vision for a Sustainable Future