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): October 8, 2014

 

CÜR MEDIA, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

333-183760

 

99-0375741

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2217 New London Turnpike  

South Glastonbury, CT 06073  

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (860) 430-1520

 

N/A  

(Former Name of 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 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 1.01 Entry into a Material Definitive Agreement.

 

On October 8, 2014, we amended our 2014 Equity Incentive Plan (the “2014 Plan”) to increase the total number of shares of our common stock reserved for issuance thereunder from 4,250,000 to 4,400,000.

 

The Second Amendment to the 2014 Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

 

Description

     

10.1

 

Second Amendment to 2014 Equity Incentive Plan of CÜR Media, Inc.

 

 
2

 

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.

 

 

  CÜR MEDIA, INC.  
       
Date: October 14, 2014 By: /s/ Thomas Brophy  
  Name: Thomas Brophy  
  Title: Chief Executive Officer  

 

 

3


EXHIBIT 10.1

 

SECOND AMENDMENT TO  

CÜR MEDIA, INC.  

2014 EQUITY INCENTIVE PLAN

 

Pursuant to Sections 4(a) and 12(b)(i) of the CÜR Media, Inc. 2014 Equity Incentive Plan (the “Plan”), the Board of Directors hereby amends the Plan as set forth below. Unless otherwise defined herein, capitalized terms used in this second amendment (the “Second Amendment”) shall have the meaning given to them in the Plan.

 

1.

Subsection 6(a) of the Plan is amended in its entirety to read as follows:

  

“(a) Plan Reserve . An aggregate of Four Million Four Hundred Thousand (4,400,000) Shares are reserved for issuance under this Plan, all of which may be issued as any form of Award; provided, however, that Awards for a maximum of Four Hundred Thousand (400,000) Shares may be granted during the first twelve (12) months following the Effective Date of this Plan to Tom Brophy, the Company’s intended President and Chief Executive Officer.”

 

2.

All other terms and provisions of the Plan shall remain in full force and effect.

  

IN WITNESS WHEREOF, this Second Amendment has been executed by order of the Board of Directors of CÜR Media, Inc. as of October 8, 2014.

  

  CÜR MEDIA, INC.  
       
By: /s/ Thomas Brophy  
    Thomas Brophy  
    Chief Executive Officer