Exhibit 3.1
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): December 18, 2020
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.) |
| 225 Liberty Street, 27th Floor, New York, NY | 10281 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 775-600-2765
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on exchange on which registered | ||
| None | - | - |
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)) |
* 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 Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company [ ]
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. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 18, 2020, theMaven, Inc. (the “Company”) filed a Certificate of Amendment with the Delaware Secretary of State whereby it amended its Amended and Restated Certificate of Incorporation by increasing the Company’s number of authorized shares of common stock, par value $0.01 per share, from 100,000,000 shares to 1,000,000,000 shares. The Company’s Board of Directors approved this amendment on November 12, 2020. The Company’s stockholders holding an aggregate of 71.15% of the voting securities of the Company approved this amendment as of November 20, 2020.
An Information Statement on form Schedule 14-C was filed with the Securities and Exchange Commission on November 24, 2020 and was mailed to the Company’s stockholders on November 27, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment as filed with the Delaware Secretary of State on December 18, 2020 |
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.
| THEMAVEN, INC. | ||
| Dated: December 18, 2020 | By: | /s/ Doug Smith |
| Name: | Doug Smith | |
| Title: | Chief Financial Officer | |
Exhibit 3.1