Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190689
PROSPECTUS
MeetMe, Inc.
500,000 Shares of Common Stock
This prospectus relates to the resale by the selling stockholders identified in this prospectus from time to time of up to 500,000 shares of our common stock issuable upon conversion of the $600,000 principal amount Convertible Promissory Note due on September 20, 2013 (the “Convertible Note”). We will not receive any of the proceeds from the sale of common stock by the selling stockholders.
When we use the term “selling stockholders” in this prospectus, it includes donees, distributees, pledgees and other transferees who are selling shares received after the date of this prospectus from a selling stockholder whose name appears under the heading “Selling Stockholders” on page 3 of this prospectus.
Our common stock is listed on the NYSE MKT under the symbol “MEET.”
Our executive offices are located at 100 Union Square Drive, New Hope, Pennsylvania 18938 and our telephone number is (215) 862-1162.
Investing in these securities involves certain risks. See “Risk Factors” on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 9, 2013
Table of Contents
Page
|
ABOUT THIS PROSPECTUS |
1 |
|
ABOUT MEETME, INC. |
1 |
|
RISK FACTORS |
2 |
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION |
2 |
|
USE OF PROCEEDS |
3 |
|
CONVERTIBLE NOTE |
3 |
|
SELLING STOCKHOLDERS |
3 |
|
PLAN OF DISTRIBUTION |
5 |
|
VALIDITY OF SECURITIES |
6 |
|
EXPERTS |
6 |
|
WHERE YOU CAN FIND MORE INFORMATION |
6 |
|
DOCUMENTS INCORPORATED BY REFERENCE |
6 |
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a resale “shelf” registration or continuous offering process. The selling stockholders named in this prospectus may from time to time sell the securities described in this prospectus.
This prospectus and certain of the documents incorporated by reference into this prospectus contain, and any accompanying prospectus supplement may contain, summaries of information contained in documents that we have filed or will file as exhibits to our SEC filings. Such summaries do not purport to be complete and are subject to, and qualified in their entirely by reference to, the actual documents filed with the SEC.
Copies of the registration statement of which this prospectus is a part and of the documents incorporated by reference into this prospectus may be obtained as described below under the heading “Documents Incorporated by Reference” and under the heading “Where You Can Find More Information.”
You should not assume that the information contained in this prospectus, the registration statement to which this prospectus is a part and any accompanying prospectus supplement is accurate as of any date other than the date of such documents or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the document incorporated by reference. Our business, operating results, financial condition, capital resources and prospects may have changed since that date.
All references in this prospectus to “we,” “us,” “our,” and “MeetMe” refer only to MeetMe, Inc. and not to any existing or future subsidiaries of MeetMe, Inc., unless the context otherwise requires.
You should rely only on the information contained in or incorporated by reference into this prospectus, the registration statement of which this prospectus is a part and any accompanying prospectus supplement. We and the selling stockholders have not authorized anyone to provide you with different information. If you receive any other information, you should not rely on it.
ABOUT MEETME, INC.
We are the leading social network for meeting new people in the US and the public market leader for social discovery. MeetMe makes meeting new people fun both on the web and using mobile applications, monetized by both advertising and virtual currency. With approximately 60% of daily traffic coming from mobile, MeetMe is fast becoming the social gathering place for the mobile generation. We operate MeetMe.com and MeetMe apps on iPhone, iPad, and Android.
Just as Facebook has established itself as the social network of friends and family and LinkedIn as the social network of colleagues and business professionals, MeetMe is creating the social network not of the people you know but of the people you want to know. We believe meeting new people is a basic human need, especially for users aged 18-30, when so many long-lasting relationships are made.
There are more than 1.5 billion people aged 18-30 worldwide and more than 60 million in North America. With approximately one million English speaking users logging in each day and with launches in Spanish, Portuguese, French, Italian, and German in 2012, and more recent launches in Chinese (traditional and simplified), Russian, Dutch, Turkish, Korean and Japanese, we believe we have significant growth opportunities ahead as people increasingly use their mobile devices to discover the people around them.
Given the importance of establishing connections within a user’s geographic proximity, we believe it is critical to establish a high density of users within the geographic regions we serve. As the MeetMe network grows the number of users in a location, we believe users who are seeking to meet new people will incrementally benefit from the quantity of relevant connections.
As used in this section of the prospectus only, references to “we” refer to MeetMe, Inc. and its consolidated subsidiaries.
RISK FACTORS
Investing in our securities involves risks. Before investing in our securities, you should carefully consider the specific risks set forth under the caption “Risk Factors” in our filings with the SEC that are incorporated by reference into this prospectus and under the caption “Risk Factors” in any accompanying prospectus supplement. You should also carefully consider all other information contained in or incorporated by reference into this prospectus or in any accompanying prospectus supplement. A discussion of the documents incorporated by reference into this prospectus is set forth below under the heading “Documents Incorporated by Reference.”
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus and the documents incorporated by reference into this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, these forward-looking statements include, among others, statements about:
|
|
● |
our expectations regarding user engagement patterns; |
|
|
● |
our expectations regarding mobile usage by our users; |
|
|
● |
the impact of increased mobile usage and Social Theater competition on revenues and financial results; |
|
|
● |
our expectations relating to advertising and the effects of advertising and mobile monetization on our revenues; |
|
|
● |
our plans regarding product development, international growth and personnel; |
|
|
● |
our liquidity and expectations regarding uses of cash; |
|
|
● |
our expectations regarding payments relating to cost reduction initiatives; |
|
|
● |
the impact of new accounting policies; and |
|
|
● |
our plans for capital expenditures for the remainder of the year ending December 31, 2013. |
Forward-looking statements can generally be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project” and other words of similar meaning, although not all forward-looking statements contain these identifying words.
Important factors that could cause actual results to differ from those in the forward-looking statements include users’ willingness to try new product offerings, the risk that unanticipated events affect the functionality of our mobile application with popular mobile operating systems, any changes in such operating systems that degrade our mobile application’s functionality and other unexpected issues which could adversely affect usage on mobile devices, the risk that the mobile advertising market will not grow, the ongoing existence of such demand and the willingness of our users to complete mobile offers or pay for virtual currency. Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. We refer you to our most recent Annual Report on Form 10-K for our most recent fiscal year, and our Current Report on Form 8-K filed May 1, 2013, including the information for the year ended December 31, 2012 under the caption “Item 1A – Risk Factors” of such reports, and the other documents incorporated by reference into this prospectus for both an expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by forward-looking statements.
You are cautioned not to place undue reliance on the forward-looking statements contained in, or incorporated by reference into, this prospectus. Each forward-looking statement speaks only as of the date of this prospectus or, in the case of documents incorporated by reference, the date of the applicable document (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise, except as required by law. We qualify all of our forward-looking statements by these cautionary statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.
CONVERTIBLE NOTE
The shares of common stock being offered by the selling stockholders under this prospectus are issuable upon conversion of the Convertible Note. We issued the Convertible Note to MeetMoi, LLC on March 21, 2013 in a private placement transaction that was exempt from the registration requirements of the Securities Act in settlement of a contract and trademark dispute.
The Convertible Note is in the principal amount of $600,000 and is due and payable on September 20, 2013. No interest is due under the Convertible Note prior to the maturity date, but if payment in full of the aggregate principal amount of the Convertible Note is not made on the maturity date, or upon an event of default and for so long as such nonpayment or event of default continues, interest shall accrue on all sums owing on Convertible Note at the rate of 12% per annum until paid in full.
At any time on or after the date of this prospectus, we have the option to convert, in whole or in part, up to the entire amount outstanding under the Convertible Note into fully paid and nonassessable shares of common stock from time to time at a conversion price equal to the volume weighted average price for the five trading days immediately prior to the date upon which the conversion notice is provided to the selling stockholders. The Convertible Note contains a limitation on conversion that, absent stockholder approval, we will not issue in excess of 19.99% of our outstanding shares of common stock measured as of the issuance date of the Convertible Note. The Company intends to decide whether or not to convert the Convertible Note at a date after the filing of this prospectus and will consider, when making its decision, factors including the Company’s then current stock price, cash balance, stock trading ranges and volume.
This summary is not complete and is qualified in its entirety by reference to the full text of the Convertible Note, which is filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed with the SEC on May 10, 2013.
SELLING STOCKHOLDERS
The shares of our common stock covered by this prospectus are issued pursuant to the conversion of the Convertible Note. In connection therewith, we have agreed to register such shares for resale by the selling stockholders. See “Plan of Distribution.”
The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each selling stockholder. The column titled “Number of Shares of Common Stock Owned Prior to the Offering” lists the number of shares of common stock beneficially owned by each selling stockholder.
The column titled “Maximum Number of Shares of Common Stock Offered by this Offering” lists the shares of common stock being offered pursuant to this prospectus by each selling stockholder assuming conversion of the Convertible Note into shares of common stock at an assumed conversion price of $1.20 per share.
This prospectus generally covers the resale by the selling stockholders of the number of shares of common stock issuable upon conversion of the Convertible Note. Because the conversion price of the Convertible Note may be adjusted, the number of shares that will actually be issued may be less than the number of shares being offered by this prospectus.
Under the terms of the Convertible Note, the Convertible Note may not be converted to the extent such conversion would result in the issuance of a number of shares of common stock which would exceed 19.99% of our outstanding shares of common stock on the date of issuance of the Convertible Note. The number of shares in the table below does not reflect this limitation.
We are not aware of any material relationship between any of the selling stockholders and us in the past three years other than as a result of the ownership of the shares of our common stock. The information regarding the selling stockholders may change from time to time. If required, we will set forth these changes in one or more prospectus supplements.
The information below is based on information provided by or on behalf of the selling stockholders. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The number of shares listed as being offered by the selling stockholders in the table are based on the assumptions that all of the shares being offered are sold pursuant to this offering, and that no other shares of common stock are acquired or disposed of by the selling stockholders prior to the termination of this offering. Because the selling stockholders may sell all, some, or none of their shares or may acquire or dispose of other shares of common stock, we cannot estimate the aggregate number of shares that will be sold in this offering or the number or percentage of shares of common stock that the selling stockholders will own upon completion of this offering.
|
Name of Selling Stockholder |
Number of Shares of Common Stock Owned Prior to the Offering |
Maximum Number of Shares of Common Stock Offered in the Offering |
Number of Shares of Common Stock to be Owned Upon Completion of the Offering |
|||||||||
|
MeetMoi, LLC |
- | 500,000 | - | |||||||||
PLAN OF DISTRIBUTION
The selling stockholders may sell shares of common stock from time to time in separate transactions or in a single transaction. The selling stockholders will act independently of us in making decisions regarding the timing, manner and size of each sale the securities under this prospectus from time to time in one or more of the following ways:
|
|
● |
through agents; |
|
|
● |
to dealers; |
|
|
● |
to underwriters; |
|
|
● |
directly to other purchasers; or |
|
|
● |
through a combination of any of these methods of sale. |
The distribution of the securities may be made from time to time in one or more transactions, either:
|
|
● |
at a fixed price or prices, which may be changed; |
|
|
● |
at market prices prevailing at the time of sale; |
|
|
● |
at prices related to prevailing market prices; |
|
|
● |
at prices determined by an auction process; or |
|
|
● |
at negotiated prices. |
The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
The selling stockholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share, which may be below the then market price. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act or the rules thereunder. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the rules thereunder, including Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.
We are paying all fees and expenses incident to the registration of the shares, excluding fees and disbursements of any counsel to the selling stockholders, brokerage commissions and underwriting discounts.
The selling stockholders are responsible for complying with the applicable provisions of the Exchange Act and the rules thereunder including Regulation M in connection with their sales of shares of common stock under this prospectus.
VALIDITY OF SECURITIES
The validity of the securities offered by this prospectus will be passed upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements of MeetMe, Inc. appearing in our Annual Report on Form 10-K for the year ended December 31, 2012 (including schedules appearing therein), and the effectiveness of our internal control over financial reporting as of December 31, 2012, have been audited by Salberg & Company P.A., independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Salberg & Company P.A. pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to certain information reporting requirements of the Exchange Act and, in accordance with these requirements, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any documents we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to you at the SEC’s website at http://www.sec.gov and our website at www.meetmecorp.com. The information contained in, or that can be accessed through, our website is not a part of this prospectus or any accompanying prospectus supplement.
We have filed with the SEC a registration statement on Form S-3 relating to the securities offered by this prospectus. This prospectus is a part of that registration statement, which includes additional information about us and the securities offered by this prospectus. You may review and obtain a copy of the registration statement and the exhibits that are a part of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s website or our website. You can also call or write us for a copy as described below under “Documents Incorporated by Reference.”
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with the SEC under the Exchange Act, which means that we can disclose important information to you by referring you to those documents. Information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update, modify and, where applicable, supersede this information. We incorporate by reference into this prospectus the specific documents listed below and all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of securities under this prospectus (other than, in each case, documents or information deemed to be furnished and not filed in accordance with SEC rules), which future filings shall be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such documents. The SEC file number for these documents is 001-33105.
|
|
● |
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 14, 2013; |
|
|
● |
Our Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2013, for the quarterly period ended March 31, 2013 and our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2013 for the quarterly period ended June 30, 2013; |
|
|
● |
Our Current Reports on Form 8-K, filed with the SEC on February 14, 2013, March 7, 2013, April 8, 2013, April 30, 2013, May 1, 2013, June 7, 2013, August 8, 2013 and September 6, 2013; and |
|
|
● |
The description of our common stock contained in our Current Report on Form 8-K filed with the SEC on August 8, 2013. |
Any statement contained in this prospectus or in any document incorporated by reference into this prospectus shall be deemed to be modified or, where applicable, superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document that also is incorporated by reference into this prospectus modifies or supersedes such prior statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request and without charge, a copy of the documents referred to above that we have incorporated by reference into this prospectus and a copy of the registration statement of which this prospectus is a part. You can request copies of such documents if you call or write us at the following address or telephone number:
MeetMe, Inc.
100 Union Square Drive
New Hope, PA 18938
Telephone: (215) 862-1162
Attention: General Counsel
Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference into such document. You may also obtain copies of our SEC filings statement as described above under the heading “Where You Can Find More Information.”
7