Filing Details

Telenav, Inc.

Common Stock, $0.001 par value per share

879455103

August 21, 2019

NAME OF REPORTING PERSON

Nokomis Capital, L.L.C.

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF/OO

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,794,205

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,794,205

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,794,205

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

TYPE OF REPORTING PERSON

IA, OO

NAME OF REPORTING PERSON

Brett Hendrickson

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF/OO

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,794,205

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,794,205

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,794,205

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

TYPE OF REPORTING PERSON

HC, IN

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The Shares owned by Nokomis Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 4,794,205 Shares owned by Nokomis Master is approximately $30,190,369, including brokerage commissions.

On August 21, 2019, the Reporting Persons and certain of their affiliates (“Nokomis”) entered into an agreement (the “Agreement”) with the Issuer with respect to the appointment of a director to the Board. Pursuant to the Agreement, the Issuer agreed that it will nominate Mr. Wes Cummins for election as a Class I director of the Board at the Issuer’s 2019 Annual Meeting of Stockholders (“2019 Annual Meeting”) with a term expiring at the Issuer’s 2022 Annual Meeting of Stockholders. The Issuer will also recommend that the Issuer’s stockholders vote, and the Issuer will solicit proxies, in favor of the election of Mr. Cummins at the 2019 Annual Meeting.

Pursuant to the Agreement, Nokomis is subject to certain standstill restrictions during the period from the date of the Agreement until 11:59 PM, Pacific Time, on the day of the Issuer’s 2020 Annual Meeting of Stockholders (the “Restricted Period”). During the Restricted Period, Nokomis is subject to customary standstill prohibitions of trading, proxy solicitation, director nomination, and disparaging statements. During the Restricted Period, Nokomis will vote all of its shares of the Issuer’s capital stock in a manner consistent with the recommendation of the Board at any annual or special meeting of stockholders. If at any time Nokomis ceases to hold more than five percent of the Issuer’s outstanding common stock, Mr. Cummins will offer to resign as a director. If Mr. Cummins resigns for any reason prior to the expiration of the Restricted Period, all of his granted but unvested equity-based compensation will automatically vest on his date of resignation.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 4 hereto and is incorporated herein by reference.

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 46,911,000 Shares outstanding as of June 30, 2019, as reported in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 8, 2019.

As of the close of business on the date hereof, Nokomis Master beneficially owned 4,794,205 Shares, constituting approximately 10.2% of the Shares outstanding. Each of Nokomis Partners and Nokomis Offshore, as feeder funds of Nokomis Master, may be deemed to beneficially own the 4,794,205 Shares owned by Nokomis Master, constituting approximately 10.2% of the Shares outstanding. Nokomis Advisors, as the general partner of Nokomis Master, may be deemed to beneficially own the 4,794,205 Shares owned by Nokomis Master, constituting approximately 10.2% of the Shares outstanding. Nokomis Capital, as the investment manager of Nokomis Master, may be deemed to beneficially own the 4,794,205 Shares owned by Nokomis Master, constituting approximately 10.2% of the Shares outstanding. Mr. Hendrickson, as the manager of Nokomis Capital, may be deemed to beneficially own the 4,794,205 Shares owned by Nokomis Master, constituting approximately 10.2% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Each of the Funds and Nokomis Advisors disclaim beneficial ownership of the securities that they hold due to the fact that they have fully delegated investment and voting discretion to Nokomis Capital and cannot rescind such delegation within the timeframe contemplated by Rule 13(d)-3.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On August 21, 2019, the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 4 hereto.

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

4        Agreement, dated August 21, 2019, between Telenav, Inc. and Nokomis Capital, L.L.C. and the related persons described therein, filed as Exhibit 10.46 to Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 22, 2019.

Nokomis Capital, l.l.c.

/s/ Brett Hendrickson

Name: Brett Hendrickson

Title: Manager

Brett hendrickson

/s/ Brett Hendrickson