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 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 May 7, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 3,055 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), to various purchasers. The price of the Class C Common Stock was $32.76 per share, for a total aggregate purchase price of $100,081.80.
On June 16, 2025, the Company sold an aggregate of 126,432 shares of its Class C Common Stock to various purchasers. The price of the Class C Common Stock was $39.00 per share, for a total aggregate purchase price of $4,930,848.
The issuance of the Class C Common Stock was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Each of the purchasers is an “accredited investor” as defined in Regulation D, and the sale of the Class C Common Stock was made without general solicitation or advertising. No commissions were paid in connection with the sale of these securities.
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: June 16, 2025 | By: | /s/ Scott Klossner |
| Scott Klossner | ||
| Chief Financial Officer | ||