Subsequent Events |
3 Months Ended |
---|---|
Mar. 31, 2025 | |
Subsequent Events | |
Subsequent Events | 7.Subsequent Events Subsequent events have been evaluated through May 13, 2025, which is the date the condensed consolidated financial statements were available to be issued. Acquisition Agreement In April 2025, the Company entered into a non-binding term sheet to acquire Black Autumn Show, Inc., including its Homestead film, television series and related assets, for stock consideration based on a valuation of up to $28.2 million. The transaction remains subject to due diligence, board approvals and execution of definitive agreements. Sale of Common Stock During the second quarter of 2025 and through the date of this filing, the Company sold an aggregate of 564,735 shares of Class C Common Stock to various purchasers, generating gross proceeds of approximately $18.5 million. The issuances of the Class C Common Stock were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company intends to use the proceeds from the sales of Class C Common Stock to manage its business and provide working capital for its operations. The proceeds may also be used to pay expenses relating to salaries and other compensation to its officers and employees. Regulation A Offering by Consolidated VIE Subsequent to March 31, 2025, Angel Studios 010, Inc., a consolidated variable interest entity, closed an offering of preferred units under Regulation A of Section 3(6) of the Securities Act, which raised raising gross proceeds of approximately $5.0 million. All proceeds, net of fees, have been received as of the date of this filing. The offering will be reflected in the Company’s consolidated financial statements in future periods. Entry Into A Material Definitive Agreement On May 2, 2025, the Company entered into a note and warrant purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), providing for the private placement of a subordinated convertible promissory note with a principal balance of $5.0 million (the “Convertible Note”) and warrant (the “Warrant”) to purchase 30,525 shares of the Company’s Class C Common Stock with an exercise price of $32.76 per share. The Convertible Note bears interest at a rate of 15.0% per annum, compounded monthly, and computed on the basis of a 365-day year, and the Convertible Note and any interest accrued, is due and payable in cash on the maturity date of May 1, 2027 (the “Maturity Date”). The Warrant may be exercised during the term of the Convertible Note and will expire at 5 p.m. Utah local time on May 1, 2027. At the Investor’s option and prior to the Maturity Date, the Convertible Note and any accrued interest may be converted into shares of the Company’s Class C Common Stock at a fixed price of $32.76 per share. The Company does not have the right to prepay the Convertible Note. Upon the occurrence of an Event of Default (as defined below), the Investor may, by written notice to the Company, declare the Convertible Note to be due immediately and payable with respect to the Convertible Note balance. An “Event of Default” means (i) failure by the Company to pay the Convertible Note balance on the Maturity Date, (ii) voluntary bankruptcy or insolvency proceedings, or (iii) involuntary bankruptcy or insolvency proceedings. Upon the occurrence of an Event of Default specified in clause (ii) or (iii) above, the Convertible Note balance shall automatically and immediately become due and payable, in all cases without any action on the part of the Investor. The closing of the sale of the Convertible Note and Warrant occurred on May 5, 2025. Pursuant to the Purchase Agreement, the company issued a Convertible Note with the aggregate principal amount of $5.0 million to the Investor, following receipt of the respective purchase amounts. Along with the issuance of the Convertible Note, the Company also issued a Warrant to purchase an aggregate of 30,525 shares of the Company’s Class C Common stock to the Investor. Upon the completion of the foregoing, the sale of the Convertible Note and Warrant, in the aggregate principal amount of $5.0 million, pursuant to the Purchase Agreement, has been duly consummated and closed.
|