UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~October ~~Securities~~2, ~~Exchange Act of 1934~~ 2017

~~September 29,~~Date ~~2017~~of Report (Date of earliest event reported)

Date of Report (date of earliest event reported)

YuMe, Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	001-36039	~~001~~27-~~36039~~0111478	~~27-0111478~~
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1204 Middlefield Road, Redwood City, CA

1204 Middlefield Road, Redwood City, CA	94063
(Address of principal executive offices)	(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~area code: (650) 591-9400

(~~650)~~Former ~~591-9400~~name or former address, if changed since last report.)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~(Former~~☐ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule425 ~~changed~~under ~~since~~the ~~last~~Securities ~~report)~~Act (17 CFR 230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ~~if the Form 8~~Rule14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Exchange Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

☒☐ ~~Written~~Pre-commencement communications pursuant to ~~Rule 425~~ Rule14d-2(b)under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 82.~~01.~~05 ~~Other~~Costs ~~Events~~Associated with Exit or Disposal Activities.

AsOn ~~previously~~October ~~announced on a Form 8-K filed on September 5~~2, 2017, ~~on September 4, 2017,~~ YuMe, Inc., ~~a Delaware corporation~~ (~~“YuMe”), entered into an Agreement and Plan of Merger and Reorganization (~~the “~~Merger Agreement~~Company”) ~~with~~adopted ~~RhythmOne, PLC,~~ a ~~public~~plan ~~limited~~to ~~company~~restructure ~~incorporated~~and ~~under~~streamline ~~the laws~~certain of ~~England~~its ~~and~~operations ~~Wales~~to ~~(“RhythmOne”);~~further ~~Redwood~~reduce ~~Merger~~the ~~Sub~~Company’s I,operating ~~Inc.,~~expenses and astreamline ~~Delaware corporation~~ and afocus ~~wholly~~its ~~owned~~European ~~subsidiary~~operations ofon ~~RhythmOne~~its ~~(“Purchaser”);~~programmatic ~~and Redwood Merger Sub II, Inc~~business., aThe ~~Delaware~~Company ~~corporation~~anticipates ~~and~~that athe ~~wholly~~restructuring ~~owned subsidiary~~plan ofwill ~~RhythmOne~~focus ~~(“Merger~~on ~~Sub~~its ~~II”).~~operations Onin ~~September 29, 2017,~~ the ~~U.S.~~United ~~Federal~~Kingdom, ~~Trade~~will ~~Commission~~be ~~granted~~implemented ~~early~~before ~~termination of~~ the ~~waiting~~end ~~period~~of ~~under~~ the ~~Hart-Scott-Rodino~~first ~~Antitrust~~quarter ~~Improvements Act~~ of ~~1976,~~2018 asand ~~amended~~is ~~(the “HSR~~currently ~~Act”),~~expected ~~with respect~~ to ~~the~~result ~~transactions~~in ~~contemplated~~fourth byquarter ~~the~~2017 ~~Merger~~cost ~~Agreement.~~savings ~~The~~between ~~grant~~approximately of$0.4 ~~early~~million ~~termination~~and ~~under~~$0.6 ~~the HSR Act was effective at 03:15 p~~million.m. ~~EDT~~The onmain ~~September 29,~~elements ~~2017, and satisfies one~~ of the ~~conditions~~Company’s torestructuring ~~closing under~~plan ~~the~~include ~~Merger~~a ~~Agreement.~~workforce ~~The~~reduction ~~proposed~~and ~~acquisition~~real ~~remains~~estate ~~subject~~consolidation tofocused ~~other~~in ~~customary~~the ~~closing~~United ~~conditions~~Kingdom.

~~The~~As ~~foregoing~~part ~~description~~ of the ~~Merger Agreement~~restructuring ~~does~~plan, ~~not~~the ~~purport~~Company expects to bereduce ~~complete,~~its ~~and~~workforce isby ~~qualified~~approximately in3% by ~~its~~the ~~entirety~~end byof ~~reference~~2017. The changes to the ~~full~~workforce ~~text~~will ofbe governed by local legal requirements, as appropriate. In the ~~Merger~~fourth ~~Agreement~~quarter of 2017, ~~which~~the isCompany ~~filed~~currently asexpects ~~Exhibit~~the ~~2.1~~workforce reduction to ~~Form~~result 8in one-Ktime ~~filed~~severance bycosts ~~YuMe~~of onapproximately ~~September 5~~$0.2 million and all other actions under the plan, ~~2017~~including the real estate consolidation, to result in costs between approximately $0.1 million and $0.3 million.

~~Forward~~This Item 2.05 contains forward-~~Looking~~looking ~~Statements~~statements, including those relating to the expected costs and savings that may result from the planned restructuring. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to be different from those anticipated or contribute to such differences include the incurrence of unanticipated costs as the Company implements its restructuring plan, the failure to recognize the anticipated costs savings in the expected period, or at all, adverse consequences to the Company’s business as a result of these restructuring activities, including an adverse impact on the Company’s sales efforts, customer relationships and relations with employees that remain with the Company. These and other risk factors are discussed under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 that has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and can be found at www.sec.gov, and in our future filings and reports with the SEC. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statements, except as required by law.

DISCLOSURE NOTICE: This document contains forward-looking information related to RhythmOne, YuMe and the proposed acquisition of YuMe by RhythmOne that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document include, among other things, statements regarding closing conditions. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the acquisition in the anticipated timeframe or at all, including uncertainties as to how many of YuMe’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; negative effects of the announcement of the proposed acquisition on the market price of the capital stock of YuMe and RhythmOne, and on YuMe’s and RhythmOne’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties inherent in research and development, including the ability to sustain and increase the rate of growth in revenues for YuMe products; and competitive developments.

A further description of risks and uncertainties relating to YuMe can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

The information contained in this document is as of September 29, 2017. Neither YuMe nor RhythmOne assumes any obligation to update forward-looking statements contained in this document as the result of new information or future events or developments.

Additional Information and Where to Find It

The exchange offer for the outstanding shares of YuMe stock described in this communication has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any materials that RhythmOne and its offering subsidiary, Redwood Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of RhythmOne (“Purchaser”), will file with the SEC. RhythmOne and Purchaser plan to file a tender offer statement on Schedule TO, together with other related exchange offer documents, including a letter of transmittal, in

connection with the offer; YuMe plans to file a Recommendation Statement on Schedule 14D-9 in connection with the offer; and RhythmOne plans to file a registration statement on Form F-4 that will serve as a prospectus for RhythmOne shares to be issued as consideration in the offer and the mergers. These documents will contain important information about RhythmOne, YuMe, the offer and the mergers. YuMe stockholders are urged to read these documents carefully and in their entirety when they become available before making any decision regarding exchanging their shares. These documents will be made available to YuMe stockholders at no expense to them and will also be available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting RhythmOne’s investor relations department at Edward Bridges, FTI Consulting, Inc., Tel: +44 (0)20 3727 1000, Email: rhythmone@fticonsulting.com or YuMe’s investor relations department at ir@yume.com or +1-650-503-7192. Such documents are not currently available.

In addition to the SEC filings made in connection with the transaction, YuMe files annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other such filed information at the SEC 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 public reference room. YuMe’s filings with the SEC are also available to the public from commercial document-retrieval services and at http://www.sec.gov. In addition to the SEC filings made in connection with the transaction, RhythmOne makes available annual reports and other information free of charge on its website at www.RhythmOne.com. Such information can also be obtained from RhythmOne using the contact information above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 3, 2017			YuMe, Inc.
	YuMe, Inc.
		By:	/s/ Tony Carvalho
	/s/ Paul Porrini
			Tony Carvalho Chief Financial Officer (Chief Financial Officer and Duly Authorized Signatory)
	Paul Porrini
	Chief Executive Officer
	(Chief Executive Officer and Duly Authorized Signatory)
Dated: October 6, 2017

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