UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None.
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
On September 10, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 661,375 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), pursuant to its continuous offering of Class C Common Stock (the “Offering”) being conducted on a “best efforts” basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being conducted pursuant to the Company’s offering statement on Form 1-A, originally filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2024, as subsequently amended and filed with the SEC on each of August 9, 2024 and August 27, 2024, and as qualified by the SEC on August 29, 2024 (the “Offering Statement”). The price of the Class C Common Stock was $30.24 per share, for gross proceeds of approximately $20,000,000. No selling commissions were paid in connection with the sale of these shares of Class C Common Stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANGEL STUDIOS, INC. | ||
| Date: September 10, 2024 | By: | /s/ Patrick Reilly |
| Patrick Reilly | ||
| Chief Financial Officer and Secretary | ||