ANGEL STUDIOS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-09-10: Form 8-K; Period of report 2025-09-08; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2025-09-08: Form 8-K; Period of report 2025-09-05; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2025-09-05: Form 8-K; Period of report 2025-09-05; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 7.01.
- 2025-08-15: Form 8-K; Period of report 2025-08-11; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-09-10 | 8-K | 2025-09-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On September 8, 2025 (the “Closing Date”), Angel Studios, Inc., a Delaware corporation (the “Company”) and certain of the Company’s subsidiaries entered into a Loan and Security Agreement (the “Credit Facility”) with certain lenders thereunder and Trinity Capital Inc., a Maryland Corporation, as agent for the lenders. 2.03 The information set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03 with respect to the Credit Facility. 3.02 The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. | tm2525710d1_8k.htm |
| 2025-09-08 | 8-K | 2025-09-05 | 3.02 Unregistered Sales of Equity Securities | 3.02 On September 5, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 1,250,000 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”). | tm2525520d1_8k.htm |
| 2025-09-05 | 8-K | 2025-09-05 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 7.01 This communication may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Angel Studios and Southport. | tm2525424d1_8k.htm |
| 2025-08-15 | 8-K | 2025-08-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | 1.01 On August 11, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), entered into two separate Note Purchase Agreements (each, a “Note Purchase Agreement” and collectively, the “Note Purchase Agreements”) with two separate investors (each, an “Investor” and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to each Investor a Subordinated Convertible Promissory Note (each, a “Convertible Note” and collectively, the “Convertible Notes”) for an aggregate principal amount of $7,000,000 between the two Convertible Notes (the “Debt Financing”). 2.03 The information set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03 with respect to the Note Purchase Agreements and the Convertible Notes. 3.02 The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. 3.03 The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03, to the extent applicable and in so far as the Convertible Notes include restrictions on prepayment and subordination to specified senior indebtedness, as well as limitations on transfer and conversion rights. | tm2523644d1_8k.htm |
| 2025-08-04 | 8-K | 2025-06-16 | 3.02 Unregistered Sales of Equity Securities | 3.02 Between June 16, 2025 and August 1, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 108,832 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), to various purchasers. | tm2522257d2_8k.htm |
| 2025-06-16 | 8-K | 2025-05-07 | 3.02 Unregistered Sales of Equity Securities | 3.02 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. | tm2518147d1_8k.htm |
| 2025-06-10 | 8-K | 2025-06-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Patrick Reilly, Chief Financial Officer and Principal Accounting Officer of Angel Studios, Inc, (the “Company”), voluntarily resigned from his position, effective as of June 4, 2025. 8.01 On June 10, 2025 the Company issued a press release announcing the change of position of Mr. Reilly, as well as the appointments of Mr. Klossner as Chief Financial Officer and Mr. Gay as a new member of the Company’s Board. | tm2517620d1_8k.htm |
| 2025-05-09 | 8-K | 2025-05-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 2, 2025, Angel Studios, Inc. (the “Company”) entered into a note and warrant purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”), providing for the private placement of a subordinated convertible promissory note with a principal balance of $5,000,000 (the “Note”) and warrant (the “Warrant”) to purchase 30,525 shares of the Company’s Class C Common Stock with an exercise price of $32.76 per share.. 2.03 The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03. 3.02 The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02. | tm2514667d1_8k.htm |
| 2025-05-07 | 8-K | 2025-04-30 | 3.02 Unregistered Sales of Equity Securities | 3.02 Between April 23, 2023 and May 6, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 201,350 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), to various purchasers. | tm2514237d1_8k.htm |
| 2025-04-24 | 8-K | 2025-01-21 | 3.02 Unregistered Sales of Equity Securities | 3.02 As of April 22, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 811,846 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), to various purchasers. | tm2513056d1_8k.htm |
| 2025-02-18 | 8-K | 2025-02-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm256895d1_8k.htm |
| 2024-10-15 | 8-K | 2024-10-10 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On September 30, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement with Off the Chain, LP (“Off the Chain”), pursuant to which Off the Chain purchased an aggregate of 330,687 shares of the Company’s Class C common stock, par value $0.001 per share (the “Class C Common Stock”) at a price of $30.24 per share, for an aggregate purchase price of $9,999,974.88, payable in bitcoin. 8.01 As of October 15, 2024, the Company held an aggregate of approximately 300 bitcoins, which were acquired for an aggregate purchase price of approximately $18.7 million or an average purchase price of approximately $62,360 per bitcoin, inclusive of fees and expenses. | tm2426218d1_8k.htm |
| 2024-10-08 | 8-K | 2024-10-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 3, 2024, Mr. Dalton Wright tendered his resignation as a member of the Board of Directors (the “Board”) of Angel Studios, Inc. (the “Company,” “we,” “us,” or “our”) effective as of October 3, 2024. | tm2425654d1_8k.htm |
| 2024-09-11 | 8-K/A | 2024-09-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2423711d3_8ka.htm |
| 2024-09-11 | 8-K | 2024-09-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On September 11, 2024, Southport and Angel Studios issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. | tm2423711d1_8k.htm |
| 2024-09-10 | 8-K | 2024-09-10 | 3.02 Unregistered Sales of Equity Securities | 3.02 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”). | tm2423711d5_8k.htm |
| 2024-08-15 | 8-K | 2024-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2024, Mr. Stephen Oskoui tendered his resignation as a member of the Board of Directors (the “Board”) of Angel Studios, Inc. (the “Company,” “we,” “us,” or “our”) effective as of August 13, 2024. | tm2421852d1_8k.htm |
| 2024-07-17 | 8-K | 2024-07-15 | 3.02 Unregistered Sales of Equity Securities | 3.02 On July 15, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), sold an aggregate of 219,767 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”), to various purchasers, including certain of its executive officers and directors. | tm2419672d1_8k.htm |
| 2024-06-20 | 8-K | 2024-06-14 | 3.02 Unregistered Sales of Equity Securities | 3.02 On June 14, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), sold 352,609 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”). | tm2417551d1_8k.htm |
| 2024-05-24 | 8-K | 2024-05-22 | 3.02 Unregistered Sales of Equity Securities | 3.02 On May 22, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), sold 35,260 shares of its Class C common stock, par value $0.001 per share (the “Class C Common Stock”) to a family member (the “Purchaser”) of Mr. Jeffrey Harmon, the Company’s Chief Content Officer, pursuant to the Class C common stock purchase agreement dated May 22, 2024 between the Company and the Purchaser (the “Stock Purchase Agreement”). | tm2415584d1_8k.htm |