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): January 2, 2018

 

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.)

 

c/o CKR Law LLP

1330 Avenue of the Americas, 14 th Floor

New York, NY 10019

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (212) 259-7300

 

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):

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 
 
 
 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Reference is made to the disclosure set forth under Items 3.02 and 5.02 below, which disclosure is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure set forth under Items 1.01 above and 5.02 below, which disclosure is incorporated herein by reference.

 

The issuances of nonqualified stock options to John Egazarian and Michael Betts, described in Item 5.02 below, are exempt from registration under Section 4(a)(2) under of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of John Egazarian as Head of Product, Chief Operating Officer

 

As of January 2, 2018, CUR Media, Inc. (the “Company,” “we,” “us,” or “our”) appointed John Egazarian as Head of Product, Chief Operating Officer. This appointment was made pursuant an employment offer letter, dated December 19, 2017. A copy of Mr. Egazarian’s employment offer letter is filed as Exhibit 10.1 to this report and incorporated herein by reference.

 

Mr. Egazarian, 47, has over 20 years of experience leading the delivery of innovative software initiatives in complex, competitive environments. Since August 2016, he served in the role of Project Director with Cognizant, Inc., a multi-national consulting company. From May 2015 through August 2016, he served as our Chief Operating Officer. Before this, commencing in February 2014, he served as our Senior Vice President of Mobile Solutions. Prior to joining our company, Mr. Egazarian led eBusiness for Fallon Community Health beginning in January 2012. Mr. Egazarian held leadership roles at Travelers Insurance from June 2008 through December 2011. Prior to that, he held various positions at WellPoint and TRC Companies. He started his career as in product delivery and project execution at Arthur Anderson. Mr. Egazarian is a graduate of the University of Connecticut, where he received a Bachelor of Arts degree in political science in 1993.

 

In consideration for his services as our Head of Product, Chief Operating Officer, Mr. Egazarian will receive: (i) a base salary of (A) $125,000 per annum for the first ninety (90) days of his employment, (B) increasing to $225,000 per annum thereafter, and (ii) 10-year nonqualified stock options, under the Company’s 2015 Equity Incentive Plan (the “2015 EIP”), to purchase 300,000 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at an exercise price to be equal to the fair market value for a share of the Company’s Common Stock on the date of the grant, 50% of which shall vest on the date of grant, and the remainder of which shall vest pro rata on a monthly basis for the two (2) years thereafter.

 

There are no other arrangements or understandings between Mr. Egazarian and any other person pursuant to which he was appointed as an officer of the Company. In addition, there are no family relationships between Mr. Egazarian and any of our other officers or directors. Further, except as otherwise described herein., there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Egazarian had, or will have, a direct or indirect material interest.

 

 
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Appointment of Michael Betts as Chief Technology Officer

 

As of January 8, 2018, the Company appointed Michael Betts as Chief Technology Officer. This appointment was made pursuant an employment offer letter, dated December 19, 2017. A copy of Mr. Betts’s employment offer letter is filed as Exhibit 10.2 to this report and incorporated herein by reference.

 

Mr. Betts, 54, is a veteran software professional with over 25 years of successfully delivering software solutions. Since August 2016, he served in the role of independent technical consultant with Software Development Group, a company that provides technical consulting services. From November 2014 through August 2016, he served as our Chief Technology Officer. Before this, commencing in May 2012, he served as our Senior Platform Architect. Prior to this, Mr. Betts was Chief Technology Officer, Architect at Artbox LLC, which he joined in September 2009. Prior to Artbox, he was Principal of Software Development Group LLC, whose major clients included Konica-Minolta, HP, NIST, and Microsoft. Mr. Betts received a Master’s Degree in Computer Science from Rensselaer Polytechnic Institute in 1995 and a B.S. degree in Computer Science Engineering / Electrical Engineering from the University of Connecticut in 1985.

 

In consideration for his services as our Chief Technology Officer, Mr. Betts will receive: (i) a base salary of (A) $125,000 per annum for first ninety (90) days of his employment, (B) increasing to $175,000 per annum thereafter, and (C) further increasing to $225,000 per annum at such time as the Company obtains 1,000,000 active subscribers to our music streaming service, CÜR Music, and (ii) 10-year nonqualified stock options, under the Company’s 2015 EIP, to purchase 400,000 shares of the Company’s Common Stock at an exercise price to be equal to the fair market value for a share of the Company’s Common Stock on the date of the grant, 50% of which shall vest on the date of grant, and the remainder of which shall vest pro rata on a monthly basis for the two (2) years thereafter.

 

There are no other arrangements or understandings between Mr. Betts and any other person pursuant to which he was appointed as an officer of the Company. In addition, there are no family relationships between Mr. Betts and any of our other officers or directors. Further, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Betts had, or will have, a direct or indirect material interest.

 

 
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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K.

 

Exhibit No.

 

Description

 

 

 

10.1

 

Employment offer letter from the Company to John Egazarian, dated December 19, 2017*†

 

 

 

10.2

 

Employment offer letter from the Company to Michael Betts, dated December 19, 2017*†

_________ 

*

Filed herewith

†

Management contract or compensatory plan or arrangement

 

 
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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: January 8, 2018 By: /s/ Thomas Brophy

 

Name:  

Thomas Brophy  
  Title:   President  

 

 

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  EXHIBIT 10.1

December 19, 2017

 

Dear John,

 

We would like to offer you employment with CÜR Media, LLC (“CÜR Media”) as Head of Product, Chief Operating Officer. Your starting salary will be paid at a semi-monthly rate of $5,208.33, which is an annualized rate of $125,000 for the first 90 days of your employment increasing to $225,000 per annum thereafter. You will also receive a stock option grant of 300,000 shares in our Stock Option Plan (when the shares are available in the plan) with a strike price of $1.00. When granted, these options shall vest 50% of which shall vest on the date of grant, and the remainder of which shall vest pro rata on a monthly basis for the two (2) years thereafter. You also received a warrants on 420,000 in CUR Holdings, Inc. with a strike price of $.0001.

 

You will receive the standard benefits package that CÜR Media provides to employees currently and in the future. This includes health and dental insurance; three weeks of flex time off per year (accrued at ten hours per month); and paid holidays, in accordance with company policy.

 

As a condition of employment, you agree to execute CÜR Media’s Confidentiality and Noncompetition Agreement, and abide by the company’s standard personnel policies and procedures. We understand that there are no agreements with any prior employers or other legal restraints that would interfere with your acceptance of our offer. By accepting this offer, you affirm the absence of such agreements or restraints, and agree that you will not bring with you any materials from a prior employer that could be deemed proprietary or confidential. CÜR Media is an equal opportunity employer, and employment at CÜR Media, LLC is “at will” which means that either you or the company have the right to end your employment at any time. This offer is contingent upon satisfactory proof of U.S. citizenship or other eligibility for employment as required by the Immigration Reform and Control Act of 1986.

 

Please indicate your acceptance of this offer by signing below, and returning this letter to me with your anticipated start date. One copy is for you to keep for your records. This offer remains valid until December 31, 2017. Please keep this offer and other business details of CÜR Media, LLC we have discussed confidential.

 

Sincerely,

 

/s/ Tom Brophy              

Tom Brophy

Founder & CEO

 

Accepted 

/s/ John Egazarian     Start Date: January 2, 2018   

 

John Egazarian

     

 

 

  EXHIBIT 10.2

December 19, 2017

 

Dear Mike,

 

We would like to offer you employment with CÜR Media, LLC (“CÜR Media”) as Chief Technology Officer. Your starting salary will be paid at a semi-monthly rate of $5,208.33, which is an annualized rate of $125,000 for the first 90 days of your employment, increasing to $175,000 per annum thereafter until such time that CÜR Music has 1 million active subscribers when your salary will increase to $225,000 per annum. You will also receive a stock option grant of 400,000 shares in our Stock Option Plan (when the shares are available in the plan) with a strike price of $1.00. When granted, these options shall vest 50% of which shall vest on the date of grant, and the remainder of which shall vest pro rata on a monthly basis for the two (2) years thereafter. You also received a warrant on 420,000 shares in CUR Holdings, Inc. with a strike price of $.0001.

 

You will receive the standard benefits package that CÜR Media provides to employees currently and in the future. This includes health and dental insurance; three weeks of flex time off per year (accrued at ten hours per month); and paid holidays, in accordance with company policy.

 

As a condition of employment, you agree to execute CÜR Media’s Confidentiality and Noncompetition Agreement, and abide by the company’s standard personnel policies and procedures. We understand that there are no agreements with any prior employers or other legal restraints that would interfere with your acceptance of our offer. By accepting this offer, you affirm the absence of such agreements or restraints, and agree that you will not bring with you any materials from a prior employer that could be deemed proprietary or confidential. CÜR Media is an equal opportunity employer, and employment at CÜR Media, LLC is “at will” which means that either you or the company have the right to end your employment at any time. This offer is contingent upon satisfactory proof of U.S. citizenship or other eligibility for employment as required by the Immigration Reform and Control Act of 1986.

 

Please indicate your acceptance of this offer by signing below, and returning this letter to me with your anticipated start date. One copy is for you to keep for your records. This offer remains valid until December 31, 2017. Please keep this offer and other business details of CÜR Media, LLC we have discussed confidential.

 

Sincerely,

 

/s/ Tom Brophy                        

Tom Brophy

Founder & CEO

  

Accepted 

/s/ Michael Betts     Start Date: January 8, 2018  

 

Michael Betts