Current Report Filing (8-k)
January 04 2021 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 20,
2020
|
|
Rivulet Media,
Inc.
(Exact Name of Registrant as Specified in Charter)
|
Delaware
(State or Other Jurisdiction
of Incorporation)
|
000-32201
(Commission
File Number)
|
33-0824714
(IRS Employer
Identification No.)
|
1206 East Warner Road,
Suite 101-I, Gilbert, Arizona 85296
(Address
of Principal Executive Offices) (Zip Code)
(480) 225-4052
(Registrant’s
telephone number, including area code)
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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
None.
|
None.
|
None.
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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
1.01
Entry
into a Material Definitive Agreement
The
information set forth in Items 2.03 and 3.02 is incorporated by
reference into this Item 1.01.
The descriptions of the convertible notes and subscription
agreements below are only a summary of the material terms of the
agreements, do not purport to be a complete description of the
agreements, and are qualified in their entirety by reference to the
form of agreements, copies of which are filed as Exhibits 10.1,
10.2, and 10.3 and incorporated herein by reference.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
December 16, 2020, The Scott & Jacqueline Weisenburger Family
Trust (the “Trust”), as the sole holder of Series A
Convertible Notes payable by Rivulet Media, Inc. (the
“Company”), consented to the amendment and restatement
of the Series A Convertible Promissory Note in the amount of
$100,000 originally disclosed by the Company on the Form 8-K filed
on October 22, 2020 (the “Original Note”), as required
by the terms of the Original Note.
As with
the Original Note, the amended and restated note (the
“Amended Note”) is unsecured, matures two years from the date of the
note, bears interest at the rate of 5%, and requires no payments of
interest or principal until the maturity date. However, the Amended
Note is convertible at the election of the holder into shares of
common stock of the Company (“Shares”) at a conversion
price of $0.40 per Share, and will automatically convert into
Shares should the closing price of the Shares as reflected on the
OTC Market reach $0.60 or higher. The Original Note was convertible
at the election of the holder into Shares at a conversion price of
$0.80 per Share, and would have automatically converted into Shares
should the closing price of the Shares on the OTC Market have
reached $1.20 or higher.
Item
3.02
Unregistered
Sales of Equity Securities
On November 20, 2020, the Company sold 1,000,000 Shares to the
Trust at a price of $0.10 per Share for total proceeds of $100,000.
On November 30, 2020, the Company sold 1,100,000 Shares to Lawrence
Silver at a price of $0.10 per Share for total proceeds of
$110,000. Also on November 30, 2020, the Company sold 1,100,000
Shares to Daniel Crosser at a price of $.10 per Share for total
proceeds of $110,000. On December 3, 2020, the Company entered into
a Subscription Agreement to sell 4,800,000 Shares to Jennifer
Farrell at a price of $0.10 per Share for total proceeds of
$480,000.
The information set forth in Item 2.03 above is incorporated by
reference into this Item 3.02.
In each case, the Original Note, the Amended Note, and the Shares
were issued in a transaction exempt from registration under the
Securities Act of 1933, as amended, in reliance on Section 4(a)(2)
thereof and Rule 506 of Regulation D thereunder.
Item
9.01
Financial
Statements and Exhibits.
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 31, 2020
Rivulet
Media, Inc., a Delaware corporation
By: /s/ Michael
Witherill
Michael Witherill,
President