Attached files

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EX-32.1 - CERTIFICATION - CUR MEDIA, INC.curm_ex321.htm
EX-10.1 - DATA LICENSE AND SERVICE AGREEMENT - CUR MEDIA, INC.curm_ex101.htm
EX-31.1 - CERTIFICATION - CUR MEDIA, INC.curm_ex311.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended: September 30, 2014

 

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from ____________  to                                

 

Commission file number: 333-183760

 

CÜR MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

99-0375741

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

2217 New London Turnpike

South Glastonbury, CT 06073

(Address of principal executive offices)

 

(860) 430-1520

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ¨

 

(Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed during the preceding 12 months all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant had been subject to one of such Sections.)

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨ 

Accelerated filer

¨ 

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

As of November 14, 2014, there were 24,829,363 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

EXPLANATORY NOTE

 

CÜR Media, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amended 10-Q”) to amend the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (the “Original 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2014, solely to modify the redacted portions of Exhibit 10.1 in response to a comment letter received from the SEC in connection with the Company’s confidential treatment request.

 

Except as described above, no other amendments are being made to the Original 10-Q. This Amended 10-Q does not reflect events occurring after the filing of the Original 10-Q, or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.

 

The Company has attached to this Amended 10-Q updated certifications executed as of the date of this Amended 10-Q by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1/31 .2 and 32.1/32.2 to this Amended 10-Q.

 

 
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PART II – OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

In reviewing the agreements included as exhibits to this Quarterly Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

 

·

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

 

 

 

·

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

 

 

 

·

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

 

 

 

·

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

 
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The following exhibits are included as part of this report:

 

Exhibit No.

 

SEC Report

Reference No.

 

Description

         

10.1

 

*

 

Data License and Service Agreement, dated July 1, 2014, among the Company, Rovi Data Solutions and Veveo, Inc., as amended as of September 8, 2014 and September 18, 2014 (confidential portions have been omitted and filed separately with the SEC)

10.2

 

10.2

 

Distribution Agreement, dated November 13, 2014, between the Company and MusicNet, Inc. d/b/a MediaNet Digital, Inc. (confidential portions have been omitted and filed separately with the SEC) (1)

31.1

 

*

 

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

*

 

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

*

 

Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

*

 

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

101.INS

 

XBRL Instance Document (1)

101.SCH

 

101.SCH

 

XBRL Taxonomy Extension Schema Document (1)

101.CAL

 

101.SCH

 

XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.DEF

 

101.SCH

 

XBRL Taxonomy Extension Definition Linkbase Document (1)

101.LAB

 

101.SCH

 

XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE

 

101.SCH

 

XBRL Taxonomy Extension Presentation Linkbase Document (1)

___________ 

* Filed herewith

 

(1) Filed with the Securities and Exchange Commission on November 14, 2014, as an exhibit, numbered as indicated above, to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, which exhibit is incorporated herein by reference.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CÜR MEDIA, INC.

 
       

Dated: May 26, 2015

By: 

/s/ Thomas Brophy

 
 

Name:

Thomas Brophy

 
 

Title:

President, Chief Executive Officer,
interim Chief Financial Officer and Treasurer

(Principal Executive Officer and Principal Financial Officer)

 

 

 
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EXHIBIT INDEX

 

Exhibit No.

 

SEC Report

Reference No.

 

Description

         

10.1

 

*

 

Data License and Service Agreement, dated July 1, 2014, among the Company, Rovi Data Solutions and Veveo, Inc., as amended as of September 8, 2014 and September 18, 2014 (confidential portions have been omitted and filed separately with the SEC)

10.2

 

10.2

 

Distribution Agreement, dated November 13, 2014, between the Company and MusicNet, Inc. d/b/a MediaNet Digital, Inc. (confidential portions have been omitted and filed separately with the SEC) (1)

31.1

 

*

 

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

*

 

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

*

 

Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

*

 

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

101.INS

 

XBRL Instance Document (1)

101.SCH

 

101.SCH

 

XBRL Taxonomy Extension Schema Document (1)

101.CAL

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.DEF

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document (1)

101.LAB

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (1)

____________ 

* Filed herewith

 

(1) Filed with the Securities and Exchange Commission on November 14, 2014, as an exhibit, numbered as indicated above, to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, which exhibit is incorporated herein by reference.

 

 

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