IDW MEDIA HOLDINGS, INC. Form 424B4 Filed 2021-08-04
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SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2021-08-04 SEC Accession No. 0001213900-21-040225 (HTML Version on secdatabase.com) FILER IDW MEDIA HOLDINGS, INC. Mailing Address Business Address 520 BROAD STREET 520 BROAD STREET CIK:1463833| IRS No.: 264831346 | State of Incorp.:DE | Fiscal Year End: 1031 NEWARK NJ 07102 NEWARK NJ 07102 Type: 424B4 | Act: 33 | File No.: 333-257708 | Film No.: 211142451 973-438-3385 SIC: 7310 Advertising Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed pursuant to Rule 424(b)(4) Registration No. 333-257708 PROSPECTUS IDW MEDIA HOLDINGS, INC. 2,500,000 Shares of Class B common stock We are offering 2,500,000 shares of Class B common stock, par value $0.01 (“Class B common stock”, and each a “Share” and collectively, the “Shares”) of IDW Media Holdings, Inc. (the “Company,” “IDWMH” “IDW” “we,” “our” or “us”) at a public offering price of $3.60 per share of Class B Common Stock. Our Class B common stock was previously quoted on the OTC Pink Market under the trading symbol “IDWM”. Our Class B common stock has been approved for listing on the NYSE American under the symbol “IDW” and will begin trading on that exchange on August 4, 2021. Holders of shares of Class B common stock are entitled to one-tenth of one vote for each share on all matters to be voted on by the stockholders. Holders of Class B common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. There are no conversion or redemption rights or sinking fund provisions with respect to the Class B common stock. The Company also has issued and outstanding shares of Class C common stock. Holders of shares of Class C common stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders of Class C common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Each share of Class C common stock may be converted, at any time and at the option of the holder thereof, into one fully paid and non-assessable share of Class B common stock. The Class B common stock is not convertible into Class C common stock. As of July 30, 2021, eight trusts for the benefit of sons and daughters of Howard S. Jonas, our Chairman of the Board, collectively have voting power over 1,733,750 shares of our common stock (which includes 545,360 shares of our Class C common stock (which is all the issued and outstanding shares of the Class C common stock), which are convertible into shares of our Class B common stock on a 1-for-1 basis, and 1,188,390 shares of our Class B common stock), representing approximately 67.8% of the combined voting power of our outstanding capital stock. Following this offering, the beneficial ownership of the holders of Class C common stock will remain the same, while their combined voting power will be approximately 62.4%. Our Class C common stock is not quoted on any market or listed on any exchange nor do we intend to quote or list shares of our Class C common stock. Investing in our Class B common stock is highly speculative and involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 4 of this Prospectus for a discussion of information that should be considered in connection with an investment in our securities. Per Share Total Offering Price $ 3.60 $ 9,000,000 Underwriter’s discounts and commissions(1) $ 0.252 $ 630,000 Proceeds to our Company before expenses $ 3.348 $ 8,370,000 (1) See “Underwriting” beginning on page 68 for additional information regarding underwriting compensation. You should rely only on the information contained in this Prospectus or any prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have granted a 45-day option to the representative of the underwriters, exercisable one or more times in whole or in part, to purchase up to 375,000 additional shares of Class B common stock to cover over-allotments, at the public offering price per share of Class B common stock, less, in each case, the underwriting discounts payable by us. The securities issuable upon exercise of this overallotment option are identical to those offered by this prospectus and have been registered under the registration statement of which this prospectus forms a part. The underwriters expect to deliver the securities against payment in New York, New York on or about August 5, 2021. Sole Book-Running Manager EF HUTTON division of Benchmark Investments, Inc. The date of this Prospectus is August 4, 2021 TABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 16 USE OF PROCEEDS 17 MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 18 DIVIDEND POLICY 18 CAPITALIZATION 18 DILUTION 19 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20 BUSINESS 37 MANAGEMENT 43 EXECUTIVE AND DIRECTOR COMPENSATION 49 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 53 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER 54 MATTERS DESCRIPTION OF SHARE CAPITAL 56 SHARES ELIGIBLE FOR FUTURE SALE 62 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 63 UNDERWRITING 68 EXPERTS 73 LEGAL MATTERS 73 WHERE YOU CAN FIND MORE INFORMATION 73 INDEX TO FINANCIAL STATEMENTS F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares of Class B common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Prospectus is current only as of its date. You should rely only on the information contained in this Prospectus. Neither we nor the placement agent have authorized anyone to provide any information or to make any representations other than those contained in this Prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Prospectus is current only as of its date. You should also read this prospectus together with the additional information described under “Where You Can Find More Information.” The distribution of this Prospectus and the issuance of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this Prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the securities and the distribution of this Prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this Prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Unless otherwise indicated, information contained in this Prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.” This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.