UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

YUME, INC.

(Name of Subject Company)

REDWOOD MERGER SUB I, INC.

(Offeror)

RHYTHMONE PLC

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

98872B104

(CUSIP Number of Class of Securities)

Ted Hastings

251 Kearny Street, 2nd Floor

San Francisco, CA 94108

(415) 655-1450

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Tender Offer Statement on Schedule TO is filed by RhythmOne plc, a public limited company incorporated and registered in England and Wales with company number 06223359 (“RhythmOne”) and Redwood Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of RhythmOne (“Purchaser”). This Schedule TO relates to the offer (subject to the terms and conditions set forth in the Prospectus/Offer to Exchange (as defined below) and the related Letter of Transmittal (as defined below), and together with any amendments or supplements thereto, the “Offer”) by the Purchaser and RhythmOne to exchange for each outstanding share of common stock (“YuMe Share”) of YuMe, Inc., a Delaware corporation (“YuMe”), a combination of cash and stock consideration for their YuMe Shares. For each YuMe Share held, YuMe stockholders are being offered (i) $1.70 in cash without interest, and (ii) 0.7325 ordinary shares of RhythmOne (“RhythmOne Shares”), which gives effect to the 10-for-1 share consolidation of RhythmOne Shares implemented on September 25, 2017.

RhythmOne has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 on December 22, 2017, as amended (the “Registration Statement”), relating to the Offer. The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (the “Prospectus/Offer to Exchange”), and the related letter of transmittal, which is filed as Exhibit (a)(1)(A) hereto (the “Letter of Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by RhythmOne or the Purchaser, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger and Reorganization, dated September 4, 2017, by and among RhythmOne, Purchaser, Redwood Merger Sub II, Inc. (“Merger Sub Two”), and YuMe, a copy of which is incorporated as Exhibit (d)(1) to this Schedule TO, is incorporated into this Schedule TO by reference.

The information required by Item 1001 of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Questions and Answers About The Offer” and “Summary” and is incorporated into this Schedule TO by reference.

The information required by Item 1002(a) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Summary — The Companies — YuMe” and is incorporated into this Schedule TO by reference.

The information required by Item 1002(b) of Regulation M-A is set forth in the section of the Prospectus entitled “The Offer — The Offer” and is incorporated into this Schedule TO by reference.

The information required by Item 1002(c) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Comparative Per Share Market Price and Dividend Information” is incorporated into this Schedule TO by reference.

The information required by Items 1003(a)-(c) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Information about Purchaser and Merger Sub Two” and “Information about RhythmOne” and is incorporated into this Schedule TO by reference.

The information required by Item 1004(a) of Regulation M-A, except for the information required by Item 1004(a)(1)(ix), which is not applicable, is set forth in the Prospectus/Offer to Exchange and is incorporated into this Schedule TO by reference, including the sections of the Prospectus/Offer to Exchange entitled “Background to and

Reasons for the Transactions,” “The Offer”,“The Merger Agreement,” “The Tender and Support Agreement,” “Material U.S. Federal Income Tax Considerations,” and “Comparison of Shareholders’ Rights,” as well as Annex A and Annex B of the Prospectus/Offer to Exchange and the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference, including the section of the Letter of Transmittal entitled “Instructions Forming Part of the Terms and Conditions of the Offer.”

The information required by Item 1005(a) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Related Party Transactions” and “Interests of Certain Persons in the Transactions” and is incorporated into this Schedule TO by reference.

The information required by Item 1005(b) of Regulation M-A is set forth in the sections of the Prospectus entitled “Information about Purchaser and Merger Sub Two,” “Background to and Reasons for the Transactions,” “Merger Agreement,” and “Tender and Support Agreement” and is incorporated into this Schedule TO by reference.

The information required by Item 1006(a) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — RhythmOne’s Reasons for the Transactions” and “Background to and Reasons for the Transactions — YuMe’s Reasons for the Transactions” and is incorporated into this Schedule TO by reference.

The information required by Items 1006(c)(1)-(5) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — RhythmOne’s Reasons for the Transactions,” “The Offer” and “The Merger Agreement” and is incorporated into this Schedule TO by reference.

The information required by Items 1006(c)(6)-(7) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — NYSE Listing,” “Background to and Reasons for the Transactions — Registration Under the Exchange Act” and “The Merger Agreement — Exchange Delisting Matters” and is incorporated into this Schedule TO by reference.

The information required by Item 1007(a) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — Sources and Amount of Funds” and is incorporated into this Schedule TO by reference.

The information required by Item 1007(b) of Regulation M-A is not applicable.

The information required by Item 1007(d) of Regulation M-A is set forth in the sections of Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — Sources and Amount of Funds” and “Management’s Discussion and Analysis of RhythmOne — Liquidity and Capital Resources — Indebtedness” and is incorporated into this Schedule TO by reference.

The information required by Item 8 of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Interests of Certain Persons in the Transactions — Certain Other Relationships with YuMe” and is incorporated into this Schedule TO by reference.

The information required by Item 1009(a) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — Opinion of YuMe’s Financial Advisor,” “The Offer — Exchange of Shares” and “The Merger Agreement — Expenses” and is incorporated into this Schedule TO by reference.

The information required by Items 1010(a) and (b) of Regulation M-A is set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Historical Consolidated Financial Information of RhythmOne,” “Selected Historical Consolidated Financial Information of YuMe,” “Selected Unaudited Pro Forma Condensed Combined Financial Information,” “Unaudited Comparative Historical and Pro Forma Per Share Information”, and the consolidated financial statements of RhythmOne and its subsidiaries and the accompanying notes included in the Prospectus/Offer to Exchange, and is incorporated into this Schedule TO by reference.

The information required by Item 1011(a)(1) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Interests of Certain Persons in the Transactions.”

The information required by Items 1011(a)(2)-(3) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “The Merger Agreement — Efforts; Antitrust Filings.”

The information required by Item 1011(a)(4) of Regulation M-A is set forth in the section of the Prospectus/Offer to Exchange entitled “Background to and Reasons for the Transactions — Registration Under the Exchange Act.”

All of the above information is herein incorporated by reference. The information required by Item 1011(a)(5) of Regulation M-A is not applicable.

The information required by Item 1011(c) of Regulation M-A is set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal, and to the extent not already incorporated herein by reference, is incorporated into this Schedule TO by reference.

Not applicable.

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2018

EXHIBIT INDEX