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MAXPOINT INTERACTIVE, INC. Form 8-K: Current report

MAXPOINT INTERACTIVE, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-10-12: Form 8-K; Period of report 2017-10-10; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
  • 2017-10-10: Form 8-K; Period of report 2017-10-10; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
  • 2017-08-28: Form 8-K; Period of report 2017-08-26; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2017-08-14: Form 8-K; Period of report 2017-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-10-128-K2017-10-101.02 Termination of a Material Definitive Agreement1.02 On October 10, 2017, MaxPoint Interactive, Inc. (the “Company”) repaid all amounts due and owing under that certain Loan and Security Agreement, dated as of June 12, 2014, as amended, between the Company and Silicon Valley Bank (the “Loan Agreement”).mxpt10122017debt8k.htm
2017-10-108-K2017-10-102.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure2.01 As described in the Introductory Note above, on October 10, 2017, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Time and will promptly pay for such Shares in accordance with the terms of the Offer.
3.01 On October 10, 2017, in connection with the consummation of the Offer and the Merger, the Company (i) notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger; and (ii) requested that NASDAQ (x) halt trading of the Shares effective before the opening of trading on October 10, 2017, and permanently suspend trading at the close of trading on October 10, 2017, and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.03 The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 In connection with the consummation of the Merger, each of Joe Epperson, Kevin Dulsky, Lynnette Frank, Len Jordan and Augustus Tai resigned as members of the Board of Directors of the Company (the “Board”) and as members of Committees of the Board effective as of the Effective Time.
5.03 In connection with the consummation of the Merger, pursuant to the Merger Agreement, the Company’s certificate of incorporation, as amended and restated, and its bylaws, as amended and restated, were each amended and restated in their entirety, effective as of the Effective Time.
7.01 Parent’s subsidiary Valassis issued a press release on October 10, 2017 relating to the consummation of the Merger.
mxpt10102017-8k.htm
2017-08-288-K2017-08-261.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
5.02 On August 26, 2017, the Company’s board of directors approved certain lump-sum cash bonuses payable to certain limited employees of the Company, including Brad Schomber ($75,000), a named executive officer, payable at the closing of the Merger, in each case contingent upon the closing of the Merger, the employee’s continued service with the Company through the closing of the Merger (unless otherwise determined by the Company) and, if so determined by the Company, the employee’s providing the Company and its successor with an effective release of claims.
7.01 Parent's subsidiary Valassis and MaxPoint issued a joint press release on August 28, 2017 announcing the transactions contemplated by the Merger Agreement.
mxpt08282017-8k.htm
2017-08-148-K2017-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2017, MaxPoint Interactive, Inc. issued a press release announcing its results for its second quarter ended June 30, 2017.mxpt08142017-8k.htm
2017-06-298-K2017-06-261.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
mxpt06292017-8k.htm
2017-05-108-K2017-05-102.02 Results of Operations and Financial Condition2.02 On May 10, 2017, MaxPoint Interactive, Inc. issued a press release announcing its results for its first quarter ended March 31, 2017.mxpt05102017-8k.htm
2017-05-048-K2017-05-035.07 Submission of Matters to a Vote of Security Holders5.07 At the 2017 annual meeting of stockholders (the “Annual Meeting”) of MaxPoint Interactive, Inc. (the “Company”) held on May 3, 2017, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 21, 2017.mxpt05032017-8k.htm
2017-03-238-K2017-03-221.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
mxpt03232017-8k.htm
2017-03-088-K2017-03-082.02 Results of Operations and Financial Condition2.02 On March 8, 2017, MaxPoint Interactive, Inc. issued a press release announcing its results for its fourth quarter and year ended December 31, 2016.mxpt12312016-8k.htm
2016-11-108-K2016-11-102.02 Results of Operations and Financial Condition2.02 On November 10, 2016, MaxPoint Interactive, Inc. issued a press release announcing its results for its third quarter ended September 30, 2016.mxpt11102016-8k.htm
2016-10-058-K2016-09-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
mxpt10052016-8k.htm
2016-08-108-K2016-08-102.02 Results of Operations and Financial Condition2.02 On August 10, 2016, MaxPoint Interactive, Inc. issued a press release announcing its results for its second quarter ended June 30, 2016.mxpt08102016-8k.htm
2016-05-168-K2016-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2016, MaxPoint Interactive, Inc. issued a press release announcing its results for its first quarter ended March 31, 2016.mxpt05162016-8k.htm
2016-05-028-K2016-05-023.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On May 2, 2016, MaxPoint Interactive, Inc. (the “Company”) provided written notice to the New York Stock Exchange (“NYSE”) of its intention to voluntarily delist its common stock, $0.00005 par value per share (“Common Stock”), on the NYSE and to list its Common Stock on the Nasdaq Global Market of The Nasdaq Stock Market LLC (“Nasdaq”).mxpt05022016-8k.htm
2016-04-258-K2016-04-223.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders3.03 To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
5.03 On April 25, 2016, MaxPoint Interactive, Inc. (the "Company") filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-4 reverse stock split of the Company's issued and outstanding capital stock (the "Reverse Stock Split"), effective at 5:00 p.m.
5.07 At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 21, 2016.
mxpt04222016-8k.htm
2016-03-098-K2016-03-092.02 Results of Operations and Financial Condition2.02 On March 9, 2016, MaxPoint Interactive, Inc. issued a press release announcing its results for its fourth quarter and year ended December 31, 2015.mxpt03092016-8k.htm
2015-11-128-K2015-11-122.02 Results of Operations and Financial Condition2.02 On November 12, 2015, MaxPoint Interactive, Inc. issued a press release announcing its results for its third quarter ended September 30, 2015.mxpt11122015-8k.htm
2015-08-128-K2015-08-122.02 Results of Operations and Financial Condition2.02 On August 12, 2015, MaxPoint Interactive, Inc. issued a press release announcing its results for its second quarter ended June 30, 2015.mxpt08122015-8k.htm
2015-05-138-K2015-05-132.02 Results of Operations and Financial Condition2.02 On May 13, 2015, MaxPoint Interactive, Inc. issued a press release announcing its results for its first quarter ended March 31, 2015.a15-11409_18k.htm
2015-03-128-K2015-03-115.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On March 11, 2015, MaxPoint Interactive, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the Company’s initial public offering of shares of its common stock.a15-6604_18k.htm