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): February 5, 2018
ALLIANCE MMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37899 | 47-5412331 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
590 Madison Avenue, 21st Floor
New York, New York 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 739-7825
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | 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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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 5.02 | Departure and Appointment of Certain Officers. |
On February 7, 2018, Alliance MMA, Inc. (the “Company”) (NASDAQ: AMMA) announced that its Chief Executive Officer, Paul K. Danner III, resigned as an officer of the Company, effective immediately, to pursue other career interests. Mr. Danner will stay on as Chairman of the Company’s Board of Directors through May 1, 2018. The Company also terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne.
Robert L. Mazzeo will serve as the Company’s acting Chief Executive Officer effective immediately. Mr. Mazzeo, age 63, has served as the Company’s corporate counsel since 2016. Mr. Mazzeo has been a partner in the law firm of Mazzeo Song P.C. since 2005, where his practice primarily involved securities transactions and mergers and acquisitions. Mr. Mazzeo has also served as Chief Executive Officer of Enclave Capital LLC, a brokerage and investment banking firm registered with the Securities and Exchange Commission. Mr. Mazzeo is a graduate of Brown University and Yale Law School.
The terms of Mr. Mazzeo’s compensation have not yet been determined. In accordance with Instruction 2 of Item 5.02 of Form 8-K, the Company will amend this Current Report on Form 8-K within four business days after such information is determined or becomes available.
A copy of the press release relating to this Item 5.02 is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release is also available on the Company’s website at www.alliancemma.com.
| Item 7.01. | Regulation FD Disclosure. |
On February 7, 2018, the Company issued a press release announcing the departure of Mr. Danner as Chief Executive Officer, and the appointment of Mr. Mazzeo as acting Chief Executive Officer. The press release is attached as Exhibit 99.1.
The information under this Item 7.01 and in Exhibit 99.1 in this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release dated February 7, 2018 |
******************
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.
| ALLIANCE MMA, INC. | ||
| By: | /s/ Robert L. Mazzeo | |
| Robert L. Mazzeo | ||
| Chief Executive Officer | ||
| Dated: February 7, 2018 | ||
Exhibit 99.1
ALLIANCE MMA, INC
590 MADISON AVENUE
NEW YORK, NY 10022
| CONTACT: | JAMES PLATEK 212-739-7825 |
| JPLATEK@ALLIANCEMMA.COM |
Alliance MMA Appoints Acting Chief Executive Officer
NEW YORK — (BUSINESS WIRE) — February 7, 2018 — Alliance MMA, Inc. ("Alliance MMA" or the "Company") (Nasdaq: AMMA) announced today that Robert L. Mazzeo has been appointed as the Company’s acting Chief Executive Officer effective immediately.
A graduate of Brown University and Yale Law School, Mr. Mazzeo has been a partner in the law firm of Mazzeo Song P.C. since 2005, where his practice involved securities transactions and mergers and acquisitions. Mr. Mazzeo has also served as Chief Executive Officer of Enclave Capital LLC, an SEC-registered brokerage/investment banking firm, which he founded in 2006.
“I’m looking forward to applying my skills and experience, including the successful completion of hundreds of funding transactions, to ensure that the Company is sufficiently capitalized and continues to progress towards profitability,” said Mr. Mazzeo.
Paul K. Danner III, the Company’s former Chief Executive Officer, today provided formal notice of his intent to pursue other career opportunities at the expiration of his employment agreement with the Company on May 1, 2018. Until that time, the Company’s expects that he will serve as a senior advisor to management and other members of the Board of Directors with the goal of effecting a smooth and orderly transition prior to his departure.
About Alliance MMA, Inc.
Alliance MMA is a professional mixed martial arts company that combines premier regional promotions with event ticketing and fighter management services.
MMA is the world’s fastest-growing sport with approximately 300 million fans worldwide, according to sports marketing research firm Repucom. MMA is a full contact sport that allows a wide range of fighting techniques, including striking and grappling, from various martial arts and disciplines such as boxing, wrestling, Brazilian jiu jitsu, karate, and Muay Thai. Professional MMA fights are legal and regulated by state athletic commissions in all 50 states.
Alliance MMA, Inc. was formed in 2015 for the purpose of acquiring businesses that engage in the promotion of MMA events and related activities. In 2016, the Company completed an initial public offering that culminated in a listing on the NASDAQ stock exchange. Alliance MMA is the only MMA promotion company that is publicly-traded (Nasdaq: AMMA).
For more information, visit www.alliancemma.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on April 17, 2017. Alliance MMA encourages you to review other factors that may affect its future results in its other filings with the Securities and Exchange Commission.
| Contact: |
James Platek 212-739-7825 |
| jplatek@alliancemma.com |