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ADTM > SEC Filings for ADTM > Form 8-K on 11-Feb-2014All Recent SEC Filings

Show all filings for ADAPTIVE MEDIAS, INC.



Entry into a Material Definitive Agreement, Unregistered Sale of Equity Sec

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2013, Adaptive Medias, Inc., a Nevada corporation f/k/a Mimvi, Inc. (the "Company"), issued to Gemini Master Fund Ltd. ("Gemini") an OID Convertible Note in the original principal amount of $425,000 (the "Original Note") and a stock purchase warrant to purchase shares of the Company's common stock for cash or on a cashless basis (the "Warrant"), both pursuant to a Securities Purchase Agreement by and between the Company and Gemini (the "Original SPA"). Subsequently, on December 16, 2013, the Company and Gemini entered into a First Amendment Agreement to Securities Purchase Agreement and OID Convertible Note, pursuant to which the Original SPA and the Original Note were modified and amended (as modified and amended, the "SPA" and "Note", respectively); the Warrant remained unchanged.

On February 10, 2014, the Company and Gemini agreed to settle the obligations contemplated by the SPA and due under the Note and to cancel the Warrant in exchange for: (i) the conversion of $105,000 of Note principal at $0.075/share, for a total of 1,400,000 shares of Company common stock, pursuant to the terms of the Note; and (ii) a cash payment of $275,000. The terms of this settlement were memorialized in the Settlement and General Release Agreement filed herewith as Exhibit 99.1; the text of this Item 1.01 is qualified in its entirety by such Exhibit 99.1, and the provisions thereof are hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 is incorporated into this Item 3.02 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Form 8-K:

Exhibit 99.1 Settlement and General Release Agreement dated February 10, 2014 Exhibit 99.2 Press Release dated February 11, 2014

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