PROM / Propel Media, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

PROM / Propel Media, Inc. NOTICE OF TERMINATION OF REGISTRATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55360 Propel Media, Inc. (Exact name of registrant as specified in its

PROM / Propel Media, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ 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 000-55360 PROPEL MEDIA,

Employment Agreement, dated June 21, 2018, by and between Propel Media, Inc. and Marv Tseu.

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 1, 2018 (the “Commencement Date”) is between MARV TSEU, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (the “Company”). WHEREAS, Executive is c

Employment Agreement, dated June 21, 2018, by and between Propel Media, Inc. and David Shapiro.

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 1, 2018 (the “Commencement Date”) is between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (the “Company”). WHEREAS, Executive

Employment Agreement, dated June 21, 2018, by and between Propel Media, Inc. and Daniela Nabors.

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 1, 2018 (the “Commencement Date”) is between DANIELLA NABORS, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (the “Company”). WHEREAS, Executiv

Propel Media, Inc. Incentive Cash Bonus Plan.

Exhibit 10.6 PROPEL MEDIA, INC. INCENTIVE CASH BONUS PLAN Effective as of April 1, 2018 1. Purpose This Incentive Cash Bonus Plan (the “Plan”) is intended to provide an incentive for superior performance and to motivate eligible executives of Propel Media, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the

Sixth Amendment, dated as of August 13, 2018, to the Unit Exchange Agreement, dated as of October 10, 2014, by and among Kitara Media Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp., Propel Media LLC, formerly known as Future Ads LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust.

Exhibit 2.1 SIXTH AMENDMENT TO UNIT EXCHANGE AGREEMENT This Sixth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of August 13, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Pr

Propel Media Announces Intent to Deregister Its Common Stock

Exhibit 99.1 Propel Media Announces Intent to Deregister Its Common Stock IRVINE, Calif., August 13, 2018. Propel Media, Inc. (OTC Pink: “PROM”) (“Propel Media” or the “Company”), a performance focused digital media and advertising company, today announced its intention to deregister its common stock and suspend its reporting obligations with the Securities and Exchange Commission (the “SEC”). The

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): August 13, 2018 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 21, 2018 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

Submission of Matters to a Vote of Security Holders

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): June 15, 2018 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

Fifth Amendment, dated as of May 30, 2018, to the Unit Exchange Agreement, dated as of October 10, 2014, by and among Kitara Media Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp., Propel Media LLC, formerly known as Future Ads LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust.

Exhibit 2.1 FIFTH AMENDMENT TO UNIT EXCHANGE AGREEMENT This Fifth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 30, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Prope

Financing Agreement, dated as of May 30, 2018, by and among Propel Media, Inc. and each of its subsidiary listed as a borrower on the signature pages thereto, as Borrowers, each of its subsidiaries listed as a guarantor on the signature pages thereto, as Guarantors, the lenders from time to time party thereto, MGG California LLC, as Collateral Agent, and MGG California LLC, as Administrative Agent.

Exhibit 10.1 FINANCING AGREEMENT Dated as of May 30, 2018 by and among PROPEL MEDIA, INC. AND EACH SUBSIDIARY LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF PROPEL MEDIA, INC. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, MGG CALIFORNIA LLC, as Collateral Agent and MGG CALIFORNIA LLC

Pledge and Security Agreement, dated as of May 30, 2018, by each of the Guarantors referred to therein, in favor of MGG Investment Group, LP, as Secured Party.

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of May 30, 2018, made by each of the Grantors referred to below, in favor of MGG California LLC, a Delaware limited liability company (“MGG”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Colla

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 30, 2018 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

PROM / Propel Media, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ 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 000-55360 PROPEL MEDIA,

Fourth Amendment, dated as of May 9, 2018, to the Unit Exchange Agreement, dated as of October 10, 2014, by and among Kitara Media Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp., Propel Media LLC, formerly known as Future Ads LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust.

Exhibit 2.1 FOURTH AMENDMENT TO UNIT EXCHANGE AGREEMENT This Fourth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 9, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Prop

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): May 9, 2018 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation

PROM / Propel Media, Inc. DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

PROM / Propel Media, Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ 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 000-55360 PROPEL MEDIA, INC.

Subsidiaries of Propel Media, Inc.

Exhibit 21 Subsidiaries of the Registrant* Subsidiary Jurisdiction Propel Media LLC** California Kitara Media Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 30, 2017 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 29, 2017 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission File Number) (IRS Employ

PROM / Propel Media, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ 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 000-55360 PROPEL ME

PROM / Propel Media, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ 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 000-55360 PROPEL MEDIA,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): June 15, 2017 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

Amendment No. 2 to Financing Agreement by and among Propel Media, Inc. and each subsidiary listed as a borrower on the signature pages thereto, as Borrowers, each subsidiary of Propel Media, Inc. listed as a guarantor on the signature pages thereto, as Guarantors, the lenders from time to time party thereto, as Lenders, HPS Investment Partners, LLC, as Collateral Agent, and PNC Bank, National Association, as a Lender and Administrative Agent.

Exhibit 10.1 AMENDMENT NO. 2 TO FINANCING AGREEMENT AMENDMENT NO. 2 TO FINANCING AGREEMENT (this ?Amendment?), dated as of June 21, 2017, to the Financing Agreement, dated as of January 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the ?Financing Agreement?), by and among Propel Media, Inc., a Delaware corporation, formerly known as Kitara Holdco Corp. (the

Stock Purchase Agreement by and among Propel Media, Inc., the stockholders of DeepIntent Technologies, Inc. and Christopher Paquette, in his capacity as representative of the Sellers.

Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of June 21, 2017 (this ?Agreement?), is entered into by and among Propel Media, Inc., a Delaware corporation (the ?Buyer?), the stockholders of DeepIntent Technologies, Inc., a Delaware corporation (the ?Company?), set forth on the signature pages hereto (each, individually, a ?Seller? and collectively,

Propel Media CURRENT REPORT (Current Report/Significant Event)

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): May 30, 2017 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 8, 2017 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ? 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 000-55360 PROPEL MEDIA,

Propel Media PROXY STATEMENT

DEF 14A 1 def14a0417propelmedia.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as per

Subsidiaries of the Registrant*

Exhibit 21 Subsidiaries of the Registrant* Subsidiary Jurisdiction Propel Media LLC** California Kitara Media Corp.

Severance Payment Agreement, dated March 25, 2015, between Propel Media, LLC and Daniela Nabors (incorporated by reference to Exhibit 10.22 of Registrant’s Annual Report on Form 10-K filed on March 30, 2017).

Exhibit No. 10.22 March 25, 2015 Dani Nabors 208 Oswego Avenue, Apt. 1 Huntington Beach, CA 92648 Dear Dani: This Severance Payment Agreement (“Agreement”) confirms an agreement between you and Future Ads LLC (the “Company”) concerning the terms of your severance payments should you separate from the Company based on the circumstances described herein. Payment Upon Termination by Company Without C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ 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 000-55360 PROPEL MEDIA, INC.

PROM / Propel Media, Inc. / Selling Source LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74346J106 (CUSIP Number) December 31, 2016 (Date of Ev

Amendment No. 1 to Financing Agreement, dated December 23, 2016, by and among Propel Media, Inc. and each subsidiary listed as a borrower on the signature pages thereto, as Borrowers, each subsidiary of Propel Media, Inc. listed as a guarantor on the signature pages thereto, as Guarantors, the lenders from time to time party thereto, as Lenders, HPS Investment Partners, LLC, as Collateral Agent, and PNC Bank, National Association, as a Lender and Administrative Agent (incorporated by reference in Registrant’s Current Report on Form 8-K filed on December 27, 2016).

Exhibit 10.1 EXECUTED VERSION AMENDMENT NO. 1 TO FINANCING AGREEMENT AMENDMENT NO. 1 TO FINANCING AGREEMENT (this "Amendment"), dated as of December 23, 2016, to the Financing Agreement, dated as of January 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among Propel Media, Inc., a Delaware corporation, formerly known as Kita

Propel Media CURRENT REPORT (Current Report/Significant Event)

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): December 23, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ 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 000-55360 PROPEL ME

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 1, 2016 is between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (“Company”); WHEREAS, Exe

April 30, 2016

Exhibit 10.1 2010 Main Street, Suite 900 Irvine, CA 92614 April 30, 2016 Robert Regular 640 Lawlins Road Wyckoff, NJ 07481 Dear Bob: This agreement (Agreement”) confirms the agreement between you and Propel Media, Inc. (the “Company”) concerning the terms of your separation from the Company. 1. Separation Date: Your last day of employment with the Company was April 30, 2016 (the “Separation Date”)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 1, 2016 is between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 2010 Main Street, Suite 900, Irvine, CA 92614 (“Company”); WHEREAS, Exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ 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 000-55360 PROPEL MEDIA,

April 30, 2016

Exhibit 10.1 2010 Main Street, Suite 900 Irvine, CA 92614 April 30, 2016 Robert Regular 640 Lawlins Road Wyckoff, NJ 07481 Dear Bob: This agreement (Agreement”) confirms the agreement between you and Propel Media, Inc. (the “Company”) concerning the terms of your separation from the Company. 1. Separation Date: Your last day of employment with the Company was April 30, 2016 (the “Separation Date”)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 4, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 4, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Submission of Matters to a Vote of Security Holders

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): June 15, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

PROM / Propel Media, Inc. / Regular Robert - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 74346J 106 (CUSIP Number) April 30, 2016 (Date of Event Which

Amendment No. 2 to Employment Agreement, dated May 1, 2016, between Propel Media, Inc. and David Shapiro (incorporated by reference in Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2016).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ? 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 000-55360 PROPEL MEDIA,

Costs Associated with Exit or Disposal Activities

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): April 26, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Propel Media PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Propel Media CURRENT REPORT (Current Report/Significant Event)

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): April 26, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 22, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Subsidiaries of the Registrant*

Exhibit 21 Subsidiaries of the Registrant* Subsidiary Jurisdiction Propel Media LLC** California Kitara Media Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ? 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 000-55360 PROPEL MEDIA, INC.

PROM / Propel Media, Inc. / Pobre Jared - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 74346J106 (CUSIP Number) December 31, 2015 (Date of Event Whic

STOCK OPTION AGREEMENT

Exhibit 99.5 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the 6th day of March, 2015 (the “Grant Date”) by and between Propel Media, Inc., a Delaware corporation (the “Company”), and Jon Ledecky (“Grantee”). WHEREAS, pursuant to the terms and conditions of the Company’s 2014 Long-Term Incentive Equity Plan (the “Plan”), the board of directors of the Company (the “Board”) author

STOCK OPTION AGREEMENT

Exhibit 99.3 STOCK OPTION AGREEMENT AGREEMENT, made as of the 1st day of May, 2014 by and between Kitara Media Corp., a Delaware corporation (“Company”), and Ironbound Partners Fund, LLC (“Holder”). WHEREAS, the Holder desires to acquire this Option on the terms and conditions set forth in this Agreement; IT IS AGREED: 1. Grant of Stock Option. The Company hereby grants to the Holder the right and

JOINT FILING AGREEMENT

EX-99.1 2 sc13d0116ledeckyex99ipropel.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of February 16, 2016, between Jonathan J. Ledecky and Ironbound Partners Fund, LLC (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership in shares of Common Stock, $0.0001 par value pe

PROM / Propel Media, Inc. / Neptune Capital Trust - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 74346J106 (CUSIP Number) December 31, 2015 (Date of Event Whic

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: February 16, 2016 NEPTUNE CAPIT

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: February 16, 2016 /s/ Jared Pob

PROM / Propel Media, Inc. / Selling Source LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 74346J106 (CUSIP Number) December 31, 2015 (Date of Event Whic

PROM / Propel Media, Inc. / LEDECKY JONATHAN J - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PROPEL MEDIA, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74346J106 (CUSIP Number) Jonathan J. Ledecky c/o Graubard Miller 405 Lexingto

Other Events

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 12, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File N

Third Amendment to Unit Exchange Agreement, dated as of January 26, 2016, by and among Kitara Media Corp., Propel Media, Inc., Propel Media LLC, Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre, U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed on January 28, 2016).

Exhibit 2.1 THIRD AMENDMENT TO UNIT EXCHANGE AGREEMENT This Third Amendment (this ?Amendment?) to the Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the ?Exchange Agreement?), dated as of October 10, 2014, is dated as of January 26, 2016, by and between Kitara Media Corp., a Delaware corporation (?Kitara?), Propel Media, Inc., formerly known as Kitara Holdco Corp.,

Propel Media CURRENT REPORT (Current Report/Significant Event)

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): January 26, 2016 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? 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 000-55360 PROPEL ME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? 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 000-55360 PROPEL MEDIA,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ☐ 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 000

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 20, 2015 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission File Number) (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? 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 000-55360 PROPEL MEDIA,

Second Amendment to Unit Exchange Agreement, dated as of April 29, 2015, by and among Kitara Media Corp., Propel Media, Inc., Future Ads LLC (now known as Propel Media LLC), Lowenstein Enterprises Corporation, Family Trust of Jared L. Pobre, U/A DTD 12/13/2004, Newport Holding Trust and Neptune Capital Trust (incorporated by reference to Exhibit 2.1 of Registrant’s Current Report on Form 8-K filed on May 5, 2015).

Exhibit 2.1 SECOND AMENDMENT TO UNIT EXCHANGE AGREEMENT This Second Amendment to the Unit Exchange Agreement (this ?Amendment?), with respect to the Unit Exchange Agreement (the ?Exchange Agreement?), dated as of October 10, 2014, is dated as of April 29, 2015, by and between Kitara Media Corp., a Delaware corporation (?Kitara?), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delawar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 29, 2015 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Annual Report on Form 10-K filed on April 15, 2015).

EX-4.1 2 f10k2014ex4ipropelmedia.htm SPECIMEN COMMON STOCK CERTIFICATE. Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN

Code of Ethics (incorporated by reference to Exhibit 14.1 of Registrant’s Annual Report on Form 10-K filed on April 15, 2015).

Exhibit 14.1 PROPEL MEDIA, INC. CODE OF ETHICS 1. Introduction The Board of Directors of Propel Media, Inc. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● promote the full

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ 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 000-55360 PROPEL MEDIA, INC.

Subsidiaries of the Registrant*

Exhibit 21 Subsidiaries of the Registrant* Subsidiary Jurisdiction Future Ads LLC** California Kitara Media Corp.

EMPLOYMENT AGREEMENT

Exhibit 10.19 EMPLOYMENT AGREEMENT AGREEMENT dated as of March 6, 2015 between ROBERT REGULAR, residing at the address on file with the Company (as defined below) (?Executive?), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 525 Washington Blvd, Suite 2620, Jersey City, NJ 07310 (?Company?); WHEREAS, Executive is currently employed as Chief Executive Officer of Kitar

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 filed on 4/15/15).

Exhibit 10.11 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT is made as of the day of , (the ?Grant Date?) by and between Propel Media, Inc., a Delaware corporation (the ?Company?), and (?Employee?). WHEREAS, pursuant to the terms and conditions of the Company?s 2014 Long-Term Incentive Equity Plan (the ?Plan?), [and in accordance with that certain Employment Agreement (?Employment Agreement?)

Employment Agreement dated March 6, 2015 between Propel Media, Inc. and Marv Tseu (incorporated by reference to Exhibit 10.20 of Registrant’s Annual Report on Form 10-K filed on April 15, 2015).

EX-10.20 6 f10k2014ex10xxpropelmedia.htm EMPLOYMENT AGREEMENT Exhibit 10.20 EMPLOYMENT AGREEMENT AGREEMENT dated as of March 6, 2015 between MARV TSEU, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 525 Washington Blvd, Suite 2620, Jersey City, NJ 07310 (“Company”); WHEREAS, Executive

EMPLOYMENT AGREEMENT

EX-10.18 4 f10k2014ex10xviiipropelmedi.htm EMPLOYMENT AGREEMENT Exhibit 10.18 EMPLOYMENT AGREEMENT AGREEMENT dated as of March 6, 2015 between JARED POBRE, residing at the address on file with the Company (as defined below) (“Executive”), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 525 Washington Blvd, Suite 2620, Jersey City, NJ 07310 (“Company”); WHEREAS, Execut

Employment Agreement dated March 6, 2015 between Propel Media, Inc. and David Shapiro (incorporated by reference to Exhibit 10.21 of Registrant’s Annual Report on Form 10-K filed on April 15, 2015).

Exhibit 10.21 EMPLOYMENT AGREEMENT AGREEMENT dated as of March 6, 2015 between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (?Executive?), and PROPEL MEDIA, INC., a Delaware corporation having its principal office at 525 Washington Blvd, Suite 2620, Jersey City, NJ 07310 (?Company?); WHEREAS, Executive is currently employed as General Counsel and Executive Vic

Propel Media NOTIFICATION OF LATE FILING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: . . . . . 3235-0058 Expires: . . . . . . August 31, 2015 Estimated average burden hours per response. . . . . . 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-55360 CUSIP NUMBER 74346J106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 6, 2015 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Propel’s Current Report on Form 8-K filed with the SEC on February 6, 2015).

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Agreement, made and entered into as of the 3rd day of February 2015 (“Agreement”), by and between Propel Media, Inc., a Delaware corporation (“Corporation”), and (“Indemnitee”): WHEREAS, highly competent persons recently have become more reluctant to serve as directors, officers, or in other capacities of publicly held corporations and other corporations

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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 3, 2015 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Kitara Holdco Corp. Announces Name And Symbol Change To Propel Media, Inc. (OTC BB: PROM)

Exhibit 99.1 Kitara Holdco Corp. Announces Name And Symbol Change To Propel Media, Inc. (OTC BB: PROM) CHANGES MADE TO REFLECT FUTURE BUSINESS OF COMBINED COMPANY JERSEY CITY, N.J., Feb. 4, 2015 /PRNewswire/ - Propel Media, Inc. (formerly Kitara Holdco Corp.) ("Company"), the parent company of Kitara Media Corp., a digital media and technology company providing video solutions to advertisers, digi

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF KITARA HOLDCO CORP. - Pursuant to Section 242 of the General Corporation Law of Delaware - The undersigned Chief Executive Officer of Kitara Holdco Corp. (the “Corporation”) does hereby certify: FIRST: The name of the Corporation is Kitara Holdco Corp. SECOND: The certificate of incorporation of the Corporation is hereby amend

Registration Rights Agreement, dated as of January 28, 2015, by and among Kitara Holdco Corp. (now known as Propel Media, Inc.) and the stockholders of the Company listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 28, 2015 by and among Kitara Holdco Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A hereto (collectively, the “Original Holders”). RECITALS A. The Original Holders, the Company, Kitara Media Corp., a Delaware corporation, and

Stockholders Agreement, dated as of January 28, 2015, by and among Kitara Holdco Corp. (now known as Propel Media, Inc.) and each of the Persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.5 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

EX-10.5 7 f8k012815ex10vpropelmedia.htm STOCKHOLDERS AGREEMENT Exhibit 10.5 STOCKHOLDERS AGREEMENT of KITARA HOLDCO CORP. Dated as of January 28, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Other Definitional Provisions 5 ARTICLE II CORPORATE GOVERNANCE 5 Section 2.1 Board Representation 5 Section 2.2 Committees 8 Section 2.3 Consent Rights 8

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): January 28, 2015 PROPEL MEDIA, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55360 47-2133177 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Financing Agreement, dated as of January 28, 2015, by and among Kitara Holdco Corp. (now known as Propel Media, Inc.) and each subsidiary listed as a borrower on the signature pages thereto, as Borrowers, each subsidiary of Kitara Holdco Corp. (now known as Propel Media, Inc.) listed as a guarantor on the signature pages thereto, as Guarantors, the lenders from time to time party thereto, as Lenders, Highbridge Principal Strategies, LLC, as Collateral Agent, and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

EX-10.1 3 f8k012815ex10ipropelmedia.htm FINANCING AGREEMENT Exhibit 10.1 FINANCING AGREEMENT Dated as of January 28, 2015 by and among KITARA HOLDCO CORP. AND EACH SUBSIDIARY LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF KITARA HOLDCO CORP. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lende

Pledge and Security Agreement, dated as of January 28, 2015, by each of the Grantors referred to therein, in favor of Highbridge Principal Strategies, LLC, in its capacity as collateral agent for the Secured Parties referred to therein (incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of January 28, 2015, made by each of the Grantors referred to below, in favor of Highbridge Principal Strategies, LLC, a Delaware limited liability company ("Highbridge"), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such

Trademark Security Agreement, dated as of January 28, 2015, by each of the Grantors referred to therein, in favor of Highbridge Principal Strategies, LLC, in its capacity as collateral agent for the Secured Parties referred to therein (incorporated by reference to Exhibit 10.3 of Registrant’s Current Report on Form 8-K filed on February 3, 2015).

EX-10.3 5 f8k012815ex10iiipropelmedia.htm TRADEMARK SECURITY AGREEMENT Exhibit 10.3 GRANT OF A SECURITY INTEREST - TRADEMARKS This Trademark Security Agreement (this "Trademark Security Agreement") is made as of January 28, 2015, by each of the undersigned Grantors (each a "Grantor" and collectively, the "Grantors"), in favor of Highbridge Principal Strategies, LLC, in its capacity as collateral a

PROM / Propel Media, Inc. 8-A12G - - REGISTRATION OF CERTAIN CLASSES OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KITARA HOLDCO CORP. (Exact name of registrant as specified in its charter) Delaware 47-2133177 (State of incorporation or organization) (I.R.S. Employer Identification No.) 525 Washington Blvd, Sui

KITARA MEDIA CORP. SPECIAL MEETING OF STOCKHOLDERS TO BE RECONVENED ON JANUARY 26, 2015

Filed Pursuant to Rule 424(b)(3) Registration No. 333-199892 KITARA MEDIA CORP. SPECIAL MEETING OF STOCKHOLDERS TO BE RECONVENED ON JANUARY 26, 2015 To Kitara Media Corp. Stockholders: The Special Meeting of the Stockholders (“Special Meeting”) of Kitara Media Corp. (“Kitara”) originally convened on December 29, 2014 has been adjourned to, and will be reconvened on, January 26, 2015 at 10:00 a.m.,

PROM / Propel Media, Inc. CORRESP - -

KITARA HOLDCO CORP. 525 Washington Blvd, Suite 2620 Jersey City, New Jersey 07310 January 22, 2015 VIA EDGAR Matthew Crispino, Esq. Attorney-Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Kitara Holdco Corp. Registration Statement on Form S-4 Originally filed November 5, 2014 File No. 333-199892 Dear Mr. Crispino: Kitara Holdco Corp. (the “Company”) hereby

PROM / Propel Media, Inc. S-4/A - - AMENDED REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 21, 2015 Registration No.

PROM / Propel Media, Inc. 425 - Merger Prospectus -

Filed by Kitara Holdco Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Kitara Media Corp. (File No. 000-51840) and Future Ads LLC For the Related Registration Statement: File No. 333-199892 Kitara Media Corp. Adjourns Special Meeting of Stockholders Relating to Proposed Business Combin

PROM / Propel Media, Inc. CORRESP - -

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile Direct Dial Number (212) 818-8881 (212) 818-8638 Email Address [email protected] January 13, 2015 Matthew Crispino, Esq. Attorney-Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Kitara Holdco Corp. Amendment No. 2 to Registration Statement on Fo

PROM / Propel Media, Inc. 425 - Merger Prospectus - FORM 425

Filed by Kitara Holdco Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Kitara Media Corp. (File No. 000-51840) and Future Ads LLC For the Related Registration Statement: File No. 333-199892 Kitara Media Corp. Adjourns Special Meeting of Stockholders Relating to Proposed Business Combin

PROM / Propel Media, Inc. S-4/A - - REGISTRATION STATEMENT AMENDMENT 2

As filed with the Securities and Exchange Commission on December 29, 2014 Registration No.

PROM / Propel Media, Inc. CORRESP - -

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 29, 2014 Matthew Crispino, Esq. Attorney-Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Kitara Holdco Corp. Amendment No. 1 to Registration Statement on F

PROM / Propel Media, Inc. 425 - Merger Prospectus -

Filed by Kitara Holdco Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Kitara Media Corp. (File No. 000-51840) and Future Ads LLC For the Related Registration Statement: File No. 333-199892 Kitara Media Corp. Adjourns Special Meeting of Stockholders relating to Proposed Merger to Allow

LETTER

December 22, 2014 Via E-mail Robert Regular Chief Executive Officer Kitara Holdco Corp.

Consent of Person to Become Director

Exhibit 99.5 Consent of Person to Become Director Pursuant to Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his name and to being named in the Proxy Statement/Prospectus constituting part of this Registration Statement on Form S-4 of Kitara Holdco Corp., as amended, as a person to become a director of Kitara Holdco Corp. /s/ Marv Tseu Marv Tseu D

PROM / Propel Media, Inc. CORRESP - -

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 8, 2014 Matthew Crispino, Esq. Attorney-Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Kitara Holdco Corp. Registration Statement on Form S-4 Filed Novemb

KITARA MEDIA CORP. 525 Washington Blvd, Suite 2620 Jersey City, New Jersey 07310 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KITARA MEDIA CORP.

Exhibit 99.1 KITARA MEDIA CORP. 525 Washington Blvd, Suite 2620 Jersey City, New Jersey 07310 SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KITARA MEDIA CORP. This proxy is solicited on behalf of the Board of Directors of Kitara Media Corp. (“Kitara”). The giving of a proxy will not affect your right to vote in person if you attend the Special Meeti

PROM / Propel Media, Inc. 425 - Merger Prospectus -

Filed by Kitara Holdco Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Kitara Media Corp. (File No. 000-51840) and Future Ads LLC For the Related Registration Statement: File No. 333-199892 KITARA MEDIA CORP. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2014 To

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Exhibit 10.16 MAIN PLAZA IRVINE, CALIFORNIA OFFICE LEASE SRI NINE MAIN PLAZA LLC, a Delaware limited liability company, Landlord and FUTURE ADS LLC, a California limited liability company, Tenant DATED AS OF: December 10, 2008 TABLE OF CONTENTS Paragraph Page 1. Premises 1 2. Certain Basic Lease Terms 1 3. Term; Delivery of Possession of Premises 2 4. Condition of Premises 2 5. Monthly Rent 3 6. S

Consent of Person to Become Director

Exhibit 99.4 Consent of Person to Become Director Pursuant to Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his name and to being named in the Proxy Statement/Prospectus constituting part of this Registration Statement on Form S-4 of Kitara Holdco Corp., as amended, as a person to become a director of Kitara Holdco Corp. /s/ Jared Pobre Jared Pob

FUTURE ADS LLC — BRAVO STUDIO D.O.O. SERVICES AGREEMENT

Exhibit 10.15 FUTURE ADS LLC — BRAVO STUDIO D.O.O. SERVICES AGREEMENT This Services Agreement (the "Agreement" is entered into by and between Future Ads LLC, a limited liability company located at 1920 Main Street, Irvine, California and Bravo Studio d.o.o., Radoja Domanovica 8, Banja Luka, 78000, Bosnia and Herzegovina effective the 1st day of December, 2008 (the "Effective Date"). 1) Scope. This

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Exhibit 99.2 Consent of Person to Become Director Pursuant to Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his name and to being named in the Proxy Statement/Prospectus constituting part of this Registration Statement on Form S-4 of Kitara Holdco Corp., as amended, as a person to become a director of Kitara Holdco Corp. /s/ Jonathan J. Ledecky J

Consent of Person to Become Director

Exhibit 99.3 Consent of Person to Become Director Pursuant to Rule 438 of the Securities Act of 1933, as amended, the undersigned hereby consents to the use of his name and to being named in the Proxy Statement/Prospectus constituting part of this Registration Statement on Form S-4 of Kitara Holdco Corp., as amended, as a person to become a director of Kitara Holdco Corp. /s/ Sam Humphreys Sam Hum

PROM / Propel Media, Inc. S-4/A - - AMENDMENT NO. 1 OF REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 8, 2014 Registration No.

LETTER

December 2, 2014 Via E-mail Robert Regular Chief Executive Officer Kitara Holdco Corp.

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Exhibit 10.13 AMENDED AND RESTATED STOCK OPTION AGREEMENT This AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”), is made as of the 31st day of December, 2014, by and between Kitara Media Corp., a Delaware corporation (“Company”), and Joshua Silberstein (“Consultant”). WHEREAS, pursuant to the terms and conditions of the Company’s 2013 Long-Term Incentive Equity Plan (“Plan”), and in

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Exhibit 10.12 KITARA MEDIA CORP. 525 Washington Blvd. Suite 2620 Jersey City, New Jersey 07310 December 31, 2014 Mr. Joshua Silberstein 11 Hemlock Road Short Hills, NJ 07078 Re: Independent Consulting Agreement Dear Mr. Silberstein: Effective as of the date hereof (your “Separation Date”), you have resigned as President of, and terminated your employment agreement (your “Employment Agreement”) wit

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Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction Ownership Kitara Merger Sub, Inc. Delaware 100% by Registrant

KITARA MEDIA CORP. 525 Washington Blvd. Suite 2620 Jersey City, New Jersey 07310

Exhibit 10.11 KITARA MEDIA CORP. 525 Washington Blvd. Suite 2620 Jersey City, New Jersey 07310 October 14, 2014 Mr. Joshua Silberstein 11 Hemlock Road Short Hills, NJ 07078 Re: Separation Agreement Dear Mr. Silberstein: This Separation Agreement sets forth our mutual agreement and understanding with respect to the termination of your employment with Kitara Media Corp. (the “Company”) and any remai

PROM / Propel Media, Inc. S-4 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 5, 2014 Registration No.