UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed in the Current Report on Form 8-K filed by 5&2 Studios, Inc. (the “Company”) with the Securities and Exchange Commission on May 15, 2024 and June 20, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) with the non-profit entity Come and See Foundation, Inc. (“CAS”) on May 13, 2024. The APA provided for, subject to certain terms and conditions, the entry into an Amended and Restated Distribution License and Marketing Services Agreement (the “DMA”), by and between CAS and the Company. As previously disclosed in the Current Report on Form 8-K filed on June 20, 2024, the Company and CAS entered into the DMA on June 13, 2024.
On September 30, 2024, the Company entered into that certain Amendment to the DMA, by and between CAS and the Company (the “First Amendment”), which amended certain terms of the DMA.
The First Amendment, among other things, amends the DMA to: (1) provide for reimbursement by CAS to the Company for certain costs incurred by the Company in connection with the development of The NP Chosen App; (2) provide for reimbursement by CAS to the Company of costs incurred by the Company in connection with marketing duties on a quarterly basis, in lieu of the Company being entitled to recoup such costs from the receipts, value or other consideration received from the commercial exploitation rights in connection with the television series entitled The Chosen (the “Series”) as provided pursuant to the DMA (the “Commercial Exploitation Gross Receipts”); (3) revise the allocation of Commercial Exploitation Gross Receipts remaining after certain deductions in CAS’ favor by 500 basis points; and (4) permit deduction and recoupment by the Company of certain guild-required payments, residuals and other contractual bonuses required to be paid to talent in connection with a theatrical release of episodes of the Series, from the revenues derived from such theatrical release of the Series, and to allocate the net proceeds from such theatrical release of episodes of the Series between CAS and the Company (the “Special Theatrical Share”), which Special Theatrical Share shall be calculated and accounted for separately from the Commercial Exploitation Gross Receipts.
The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment to Amended and Restated Distribution License and Marketing Services Agreement, dated September 30, 2024, by and between the 5&2 Studios, Inc. and Come and See Foundation, Inc.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish a copy of any redacted information and/or omitted schedules to the U.S. Securities and Exchange Commission upon request.
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SIGNATURES
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.
| Dated: December 6, 2024 | 5&2 Studios, Inc. | |
| By: | /s/ JD Larsen | |
| Name: | JD Larsen | |
| Title: | Chief Financial Officer | |
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