UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed by 5&2 Studios, Inc. (the “Company”) to amend the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on January 15, 2025 (the “Original 8-K”) solely to correct scrivener’s errors contained in the Original 8-K and the agreement filed as Exhibit 10.1 thereto with respect to the execution dates of each of Brad Pelo and JD Larsen’s employment agreements. Mr. Pelo and Mr. Larsen’s employment agreements were executed on January 9, 2025 and January 11, 2025, respectively. The Original 8-K had incorrectly listed the execution dates of Mr. Pelo and Mr. Larsen’s employment agreements as January 9, 2024 and January 11, 2024, respectively, and Mr. Pelo’s employment agreement filed as Exhibit 10.1 to the Original 8-K had incorrectly listed the execution date of the agreement as January 9, 2024. This amendment does not reflect events occurring after the filing of the Original 8-K and no other changes are being made to any other disclosure contained in the Original 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The first sentence of the first paragraph of Item 5.02 of the Original 8-K under the heading “President Employment Agreement” is hereby amended and restated in its entirety to read as follows:
On January 9, 2025, 5&2 Studios, Inc. (the “Company”) entered into a new employment agreement (the “President Employment Agreement”) with Brad Pelo, the Company’s President, which was made effective as of December 23, 2024 (the “President Effective Date”).
The first sentence of the first paragraph of Item 5.02 of the Original 8-K under the heading “CFO Employment Agreement” is hereby amended and restated in its entirety to read as follows:
On January 11, 2025, the Company entered into a new employment agreement (the “CFO Employment Agreement”) with JD Larsen, the Company’s CFO, which was made effective as of January 1, 2025 (the “CFO Effective Date”).
| Item 9.01 | Financial Statements and Exhibits. |
The agreement previously filed as Exhibit 10.1 is hereby amended and restated in its entirety by the version attached hereto. The exhibit table listed under Item 9.01(d) of the Original 8-K is hereby amended to read as follows:
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Employment Agreement, dated January 9, 2025, by and between Brad Pelo and 5&2 Studios, Inc.* |
| 10.2 | Employment Agreement, dated January 11, 2025, by and between Jonathan Larsen and 5&2 Studios, 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: February 11, 2025 | 5&2 STUDIOS, INC. | |
| By: | /s/ JD Larsen | |
| Name: | JD Larsen | |
| Title: | Chief Financial Officer | |
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