Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 9 – Subsequent Events
Management has evaluated subsequent events through the date these condensed consolidated financial statements are issued.
Professional fee discussions (Aldous PLLC). During the quarter ended June 30, 2026, the Company and Aldous PLLC engaged in discussions regarding outstanding professional fees and entered into a tolling and standstill agreement effective March 1, 2026. Draft settlement documentation, including a proposed settlement amount of $103,598.52, was circulated, but no final settlement agreement was executed during the quarter.
BECKY 3, Board approval, share issuance and option grant. On August 6, 2026, the Company’s Board of Directors approved the Master Investment and Co-Production Agreement described in Note 7 and the issuance of securities thereunder. On the same date, the Company issued shares of common stock to the producer as consideration for the credits and branding rights granted to the Company, and granted options to purchase shares of common stock at an exercise price of $ per share, with a two-year term expiring May 26, 2028. The options become exercisable in proportion to the Company’s actual collection of its $360,000 senior equity recoupment entitlement, at a ratio of one option share for each $ collected, and are subject to a cashless exercise feature. The shares and options were issued and granted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company received no cash consideration and paid no cash in connection with the transaction.
The shares issued were measured at the closing price of the Company’s common stock on the OTCQB Marketplace on August 6, 2026 of $ per share, resulting in aggregate consideration of $30,000. That amount will be recognized as promotional expense in the third quarter of 2026. The Company’s determination of fair value for financial reporting purposes is made by the Company in accordance with U.S. GAAP.
The options were valued using the Black-Scholes option pricing model, resulting in an aggregate grant date fair value of approximately $. The valuation used the following assumptions: a stock price of $ per share, an exercise price of $ per share, an expected term of years, representing the remaining contractual term of the award, which the Company has elected to use as the expected term for nonemployee awards, expected volatility of %, a risk-free interest rate of %, and no expected dividends. Because the options become exercisable only upon the Company’s collection of the senior equity recoupment entitlement, which management has assessed as a performance condition that is not currently probable of achievement, no expense has been recognized with respect to the options.
Premiere of THE LAST TEMPTATION OF BECKY. On July 25, 2026, the motion picture referred to in the Master Investment and Co-Production Agreement as BECKY 3 had its world premiere at the Fantasia International Film Festival in Montreal. The picture is to be distributed by Quiver Distribution. As of the date of this report, no theatrical release date had been announced and the Company had collected no amounts in respect of its senior equity recoupment entitlement.
Option grants to SSS Entertainment designees. Effective July 1, 2026, the Company granted nonqualified stock options to purchase an aggregate of shares of common stock, consisting of options to each of four designees of SSS Entertainment, LLC, at an exercise price of $ per share, pursuant to the Multi-Film Investment and Compensation Agreement described in Note 2. The options expire January 27, 2028. The aggregate grant date fair value, determined using the Black-Scholes option pricing model, was approximately $, which will be recognized in the third quarter of 2026. The valuation used the following assumptions: a stock price of $ per share, an exercise price of $ per share, an expected term of years, representing the remaining contractual term of the award, expected volatility of %, a risk-free interest rate of %, and no expected dividends. The remaining options contemplated by that agreement have not been approved by the Board of Directors and have not been granted; accordingly, no grant date has been established and no cost has been recognized with respect to them.
Other share issuances. On August 6, 2026, in addition to the shares described above, the Company issued an aggregate of shares of common stock. Of that amount, shares were sold to two purchasers for cash at a price of $ per share, for aggregate gross proceeds to the Company of $60,000, and shares were issued to a third holder as compensation for services rendered to the Company. Of the shares sold for cash, shares, for aggregate proceeds of $50,000, were purchased by Timothy Battles, a member of the Company’s Board of Directors. The purchase price was approved by the Board of Directors with Mr. Battles abstaining and reflects a discount from the quoted closing price of the Company’s common stock on August 6, 2026 of $ per share, determined by the Board to reflect the restricted nature of the shares, which are subject to a holding period under Rule 144 and bear customary restrictive legends. The shares issued for services were measured at the closing price of the Company’s common stock on the OTCQB Marketplace on August 6, 2026 of $ per share, resulting in a charge of $9,600 that will be recognized in the third quarter of 2026. All of the shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, to purchasers who represented investment intent, in transactions not involving any general solicitation, and bear customary restrictive legends.
Transfers by principal stockholder. On August 6, 2026, The Noah Morgan Private Family Trust, a principal stockholder of the Company affiliated with the Company’s Chief Executive Officer, transferred an aggregate of shares of common stock to unaffiliated transferees in privately negotiated transactions. The Company neither issued nor received any consideration in connection with these transfers, and they had no effect on the number of shares of common stock outstanding. Following the transfers, the trust held shares of common stock.
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