MEET GROUP, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-21: Form 8-K/A; Period of report 2017-10-19; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2017-12-21: Form 8-K; Period of report 2017-12-20; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2017-12-19: Form 8-K; Period of report 2017-12-19; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2017-11-09: Form 8-K; Period of report 2017-11-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-21 | 8-K/A | 2017-10-19 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 20, 2017, The Meet Group, Inc. (the “Company” or “The Meet Group”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that The Meet Group had completed its previously announced acquisition of Lovoo GmbH (“Lovoo”) on October 19, 2017, pursuant to the terms of the Share Purchase Agreement (the “Original Purchase Agreement”) dated September 18, 2017, and as amended on October 18, 2017 (the “Amendment” and together with the Original Purchase Agreement as amended by the Amendment, the “Purchase Agreement”), by and among the Company, TMG Holding Germany GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of the Company (“Purchaser”), Bawogo Ventures GmbH & Co. KG, a limited partnership organized under the laws of Germany (“Seller”), and the seller guarantors. | lovoo8-ka.htm |
| 2017-12-21 | 8-K | 2017-12-20 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 20, 2017, The Meet Group, Inc. (the “Company” or “The Meet Group”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that The Meet Group had completed its previously announced acquisition of Lovoo GmbH (“Lovoo”) on October 19, 2017, pursuant to the terms of the Share Purchase Agreement (the “Original Purchase Agreement”) dated September 18, 2017, and as amended on October 18, 2017 (the “Amendment” and together with the Original Purchase Agreement as amended by the Amendment, the “Purchase Agreement”), by and among the Company, TMG Holding Germany GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of the Company (“Purchaser”), Bawogo Ventures GmbH & Co. KG, a limited partnership organized under the laws of Germany (“Seller”), and the seller guarantors. | lovoo8-ka.htm |
| 2017-12-19 | 8-K | 2017-12-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On December 19, 2017, The Meet Group, Inc. (the “Company”) issued a press release announcing its preliminary revenue and adjusted EBITDA results for the quarter and year ended December 31, 2017. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated December 19, 2017, announcing its preliminary revenue and adjusted EBITDA results for the quarter and year ended December 31, 2017, the text of which is incorporated by reference into this “Item 7.01. | prerelease8-k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Certain Officers; Compensatory Arrangements of Certain Officers. 8.01 On November 6, 2017, in connection with its effort to recognize cost synergies following its acquisition of Lovoo GmbH, the Company conducted a reduction-in-force impacting approximately 18% of the Company’s United States headcount. | separation8-k.htm |
| 2017-11-08 | 8-K | 2017-11-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 8, 2017, The Meet Group, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated November 8, 2017, announcing its financial results for the quarter ended September 30, 2017, the text of which is incorporated by reference into this “Item 7.01. | earningsrelease8-kxq32017.htm |
| 2017-10-20 | 8-K | 2017-10-18 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On October 19, 2017 (the “Closing Date”), The Meet Group, Inc. (the “Company”) completed its previously announced acquisition of Lovoo GmbH (“Lovoo”), pursuant to the terms of the Share Purchase Agreement, dated as of September 18, 2017 (the “Original Purchase Agreement”), and as amended on October 18, 2017 (the “Amendment” and, together with the Original Purchase Agreement as amended by the Amendment, the “Purchase Agreement”) by and among the Company, TMG Holding Germany GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of the Company (“Purchaser”), Bawogo Ventures GmbH & Co. KG, a limited partnership organized under the laws of Germany (“Seller”), and the seller guarantors. 2.03 The information set forth under “Credit Agreement Amendment” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 7.01 The Company issued a press release, dated October 19, 2017, announcing, among other things, the completion of its acquisition of Lovoo, a copy of which is furnished herewith and incorporated by reference into this “Item 7.01. 8.01 On or about October 18, 2017, in connection with the Acquisition, the Company borrowed and received $60,000,000 under the delayed draw term loan facility pursuant to the Credit Agreement to finance the Acquisition and to pay expenses incurred in connection therewith. | a8-kxcloseoflovooacquisiti.htm |
| 2017-09-20 | 8-K | 2017-09-18 | 1.01 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 Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On September 18, 2017, The Meet Group, Inc., a Delaware corporation (the “Company”), TMG Holding Germany GmbH, a limited liability company organized under the laws of Germany and a wholly-owned subsidiary of the Company (“Purchaser”), Bawogo Ventures GmbH & Co. KG, a limited partnership organized under the laws of Germany (“Seller”), and the seller guarantors, entered into a Share Purchase Agreement (the “Purchase Agreement”). 2.03 The information set forth under “Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 7.01 In connection with entry into the Purchase Agreement, several investor communications were prepared by the Company. 8.01 The pending Acquisition is subject to a number of conditions to our and Seller’s obligations, which, if not fulfilled, may result in termination of the Purchase Agreement. | a8-kxacquisition92017.htm |
| 2017-09-05 | 8-K | 2017-09-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 5, 2017, the Board of Directors (the “Board”) of The Meet Group, Inc. (the “Company”) voted to appoint Mr. Bedi Ajay Singh as a director of the Company effective immediately. | a8-kxbod952017.htm |
| 2017-08-03 | 8-K | 2017-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 3, 2017, The Meet Group, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2017. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated August 3, 2017, announcing its financial results for the quarter ended June 30, 2017, the text of which is incorporated by reference into this “Item 7.01. | earningsrelease8-kxq22017.htm |
| 2017-06-29 | 8-K | 2017-06-27 | 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 (b) On June 24, 2017, Ernesto Cruz notified the Board of his resignation as a member of the Board and as a member of all committees of the Board on which he served, effective June 27, 2017, the date of the execution of the Cooperation Agreement (such resignation, the “Director Resignation”). 7.01 A copy of the press release issued by the Company on June 27, 2017 announcing the execution of the Cooperation Agreement and the appointment of Mr. Parmelee to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference. | meet20170626_8k.htm |
| 2017-06-13 | 8-K/A | 2017-04-03 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On April 3, 2017, The Meet Group, Inc. (the “Company” or “The Meet Group”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that The Meet Group had completed its previously announced acquisition of Ifwe, Inc. (“Ifwe”) on April 3, 2017, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated March 3, 2017 by and among the Company, Two Sub One, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Ifwe, and Shareholder Representative Services LLC, solely in its capacity as the Shareholders’ Representative. | meet20170609_8ka.htm |
| 2017-05-08 | 8-K | 2017-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2017, The Meet Group, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2017. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated May 8, 2017, announcing its financial results for the quarter ended March 31, 2017, the text of which is incorporated by reference into this “Item 7.01. | meet20170508_8k.htm |
| 2017-05-05 | 8-K | 2017-05-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 5, 2017, The Meet Group, Inc. (the “Company”) held its annual meeting of stockholders. | meet20170505_8k.htm |
| 2017-04-03 | 8-K | 2017-04-03 | 2.01 Completion of Acquisition or Disposition of Assets; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.01 On April 3, 2017 (the “Closing Date”), The Meet Group, Inc., formerly known as MeetMe, Inc. (the “Company”), completed its previously announced acquisition of Ifwe Inc. (“Ifwe”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated March 3, 2017 by and among the Company, Two Sub One, Inc. (“Merger Sub”), Ifwe and Shareholder Representative Services LLC, solely in its capacity as the Shareholders’ Representative. 5.03 On April 3, 2017, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a change of the Company’s name from “MeetMe, Inc.” to “The Meet Group, Inc.,” effective as of April 3, 2017 (the “Name Change”). 7.01 The Company issued a press release, dated April 3, 2017, announcing, among other things, the completion of its acquisition of Ifwe and the Name Change, a copy of which is furnished herewith and incorporated by reference into this “Item 7.01. 8.01 On April 3, 2017, in connection with the Merger, the Company funded a $15 million term loan facility pursuant to a previously disclosed credit agreement, dated as of March 3, 2017, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). | meet20170331_8k.htm |
| 2017-03-10 | 8-K | 2017-03-10 | 8.01 Other Events | 8.01 On March 10, 2017, MeetMe, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Canaccord Genuity Inc. and Roth Capital Partners, LLC, acting as Representatives of the several Underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten public offering and sale (the “Offering”) of 8,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). | meet20170310_8k.htm |
| 2017-03-09 | 8-K | 2017-03-09 | 8.01 Other Events | 8.01 MeetMe, Inc. (the “Company”) is filing the investor presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, which the Company may use from time to time in presentations to existing and prospective investors and which is incorporated herein by reference. | meet20170308_8k.htm |
| 2017-03-06 | 8-K | 2017-02-28 | 1.01 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 Registrant; 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; 8.01 Other Events | 1.01 On March 3, 2017, MeetMe, Inc., a Delaware corporation (the “Company”), Two Sub One, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Ifwe Inc., a Delaware corporation (“Ifwe”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 5.02 On February 28, 2017, the Company and Jonah Harris, Chief Technology Officer of the Company, agreed that Mr. Harris would transition out of the Chief Technology Officer role and into a transitional employment role anticipated to last approximately ninety days. 7.01 In connection with entry into the Merger Agreement, several investor communications were prepared by the Company. 8.01 On February 28, 2017, Niklas Lindstrom joined the Company as Chief Technology Officer and Richard Friedman joined the Company as Senior Vice President of Engineering. | meet20170303_8k.htm |
| 2017-03-06 | 8-K | 2017-03-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 6, 2017, MeetMe, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2016. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated March 6, 2017, announcing its financial results for the quarter and year ended December 31, 2016, the text of which is incorporated by reference into this “Item 7.01. | meet20170304_8k.htm |
| 2017-03-01 | 8-K | 2017-02-27 | 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 | 5.02 On February 27, 2017, the Board of Directors (the “Board”) of MeetMe, Inc. (the “Company”) expanded the size of the Board from five members to six members and appointed Christopher Fralic to fill the newly-created vacancy. 5.03 On February 27, 2017, the Board approved and the Company subsequently filed with the Secretary of State of the State of Delaware, a Certificate of Elimination of its Series A-1 Preferred Stock, par value $0.001 per share (“Series A-1 Preferred Stock”), thereby removing the Certificate of Designation of the Series A-1 Preferred Stock and all references to the Series A-1 Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation. | meet20170228_8k.htm |
| 2017-02-10 | 8-K | 2017-02-09 | 8.01 Other Events | 8.01 On February 9, 2017, the Board of Directors (the “Board”) of MeetMe, Inc., a Delaware corporation (the “Company”), determined that the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) will be held on Friday, May 5, 2017, at a time and location to be determined. | meet20170210_8k.htm |
| 2017-01-20 | 8-K/A | 2016-10-03 | 9.01 Financial Statements and Exhibits | meet20170119_8ka.htm | |
| 2017-01-20 | 8-K | 2017-01-18 | 8.01 Other Events | 8.01 On January 18 and 19, 2017, MeetMe, Inc. (the “Company”) was informed that Geoffrey Cook, Chief Executive Officer of the Company, sold 250,000 shares of the Company’s common stock pursuant to Mr. Cook’s pre-arranged Rule 10b5-1 trading plan, which was previously adopted on August 4, 2016 but with an effective date of January 3, 2017. | meet20170120_8k.htm |
| 2017-01-05 | 8-K | 2017-01-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 5, 2017, the Company issued a press release announcing its preliminary revenue results for the quarter ended December 31, 2016. 7.01 As discussed in Item 2.02 above, the Company issued a press release, dated January 5, 2017, announcing its preliminary revenue results for the quarter ended December 31, 2016, the text of which is incorporated by reference into this “Item 7.01. | meet20170104_8k.htm |