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Item 1.01
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Entry into a Material Definitive Agreement
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On June 15, 2021, and June 30, 2021, Rivulet Media,
Inc. (the “Company”) executed Promissory Notes payable to Mark Williams, pursuant to which the Company borrowed $50,000
each. The notes mature on December 15 and December 30, 2021, respectively. Each of the notes is unsecured, bears interest at a rate of
10% per annum, and the unpaid balance may be accelerated upon an event of default thereunder.
On June 17, 2021, and June 18, 2021, Good News LLC,
a wholly owned subsidiary of the Company (“Good News”), executed Promissory Notes payable to Mark Williams, pursuant
to which Good News borrowed $50,000 and $35,000, respectively. The notes mature on December 17 and December 18, 2021, respectively. Each
of the notes is unsecured, bears interest at a rate of 10% per annum, and the unpaid balance may be accelerated upon an event of default
thereunder.
On July 1, 2021, and July 6, 2021, the Company executed
Promissory Notes payable to Rachelle Strole, pursuant to which the Company borrowed $100,000 and $400,000, respectively. The notes are
unsecured, bear no interest, accrue interest at a rate of 15% in the event of a default, and the unpaid principal and accrued interest
may be accelerated upon an event of default thereunder. The $100,000 note has been fully repaid. The $400,000 note matured on July 31,
2021, and remains unpaid and, as a result, is currently in default. Ms. Strole filed suit against the Company on October 7, 2021 for
the outstanding balance of this note. The Company is seeking to raise capital to repay the note but there is no assurance this will occur.
On July 8, 2021, August 2, 2021, and September 7,
2021, the Company executed Convertible Promissory Notes (the “Geneva Notes”) payable to Geneva Roth Remark Holdings, Inc.,
pursuant to which the Company borrowed $128,750, $55,000, and $43,750, respectively. The Geneva Notes mature on July 8, August 2, and
September 7, 2022, respectively. Each of the notes is unsecured and bears interest at a rate of 10% per annum. Each of the notes may
be converted into shares of common stock of the Company (“Common Stock”) beginning on the date that is 180 days from
the date of the note and ending on the later of the maturity date or the date of payment of the Default Amount, as defined thereunder,
at a conversion price per share equal to 65% of the lowest trading price during the 10-day period prior to conversion. The total shares
issuable under the Conversion Right contained in the Geneva Notes cannot exceed 4.99% of the total outstanding common stock of the Company.
At any time during the first 180 days after the date
of Geneva Notes the Company may prepay the outstanding principal under each note at an amount equal to 115% to 125% of the outstanding
principal depending on the date of prepayment. After 180 days the Company has no right of prepayment. So long as the Company has any outstanding
obligations under the Geneva Notes, it may not sell, lease, or otherwise dispose of a significant portion of its assets without the lender’s
written consent. In the event of a payment default, the Geneva Notes shall become immediately due and payable and Company will be obligated
to pay the Default Sum, as defined thereunder. In the event of a default for failure to issue shares upon conversion, the Company will
be obligated to pay the Default Sum multiplied by two. In addition, the Company may be considered in default on all three Geneva Notes
if the Company fails to comply with the reporting requirements of the Securities Exchange Act of 1934 under a cross default provision,
where a default under one Geneva Note represents a default under all three Geneva Notes. Once a notice of default is received by the Company,
the Company has twenty days to cure the default by becoming current on its filing requirements under the Exchange Act. The Company is
currently delinquent on the filing of its Form 10-K but has not received a notice of default.
On August 2, 2021, Good News executed a Promissory
Note payable to Mike Witherill, pursuant to which the Company borrowed $45,000. The note matures on February 28, 2022. On August 12, 2021
and October 7, 2021, Rivulet Films LLC, a wholly owned subsidiary of the Company (“Rivulet Films”), executed Promissory
Notes payable to Mr. Witherill, pursuant to which Rivulet Films borrowed $2,000 and $3,488.95, respectively. The notes mature on February
28, 2022, and March 31, 2022, respectively. Each of these notes is unsecured, bears interest at a rate of 10% per annum, and the unpaid
balance may be accelerated upon an event of default thereunder. Mr. Witherill is president and a director of the Company.
On August 6, August 20, and September 13, 2021, the
Company executed Promissory Notes payable to Daniel Crosser, pursuant to which the Company borrowed $100,000, $60,000, and $25,000, respectively.
The notes mature on January 31, February 28, and March 31, 2022, respectively. Each of the notes is unsecured, bears interest at a rate
of 10% per annum, and the unpaid balance may be accelerated upon an event of default thereunder.
On August 11, 2021, the Company executed a Promissory
Note payable to Jennifer Farrell, pursuant to which the Company borrowed $100,000. The note matures on January 31, 2022, is unsecured,
bears interest at a rate of 10% per annum, and the unpaid balance may be accelerated upon an event of default thereunder.
On September 16, 2021, Rivulet Films executed a Commercial
Loan Agreement, a Collateral Security Agreement, and a Negotiable Secured Promissory Note payable to Topps, LLC, pursuant to which Rivulet
Films borrowed $600,000. The note matures on September 16, 2022. Under the terms of the note, Rivulet Films is to pay a consulting fee
to IPCC, LLC of $30,000, as well as $6,000 in attorney fees and prepay 12 months of interest at 19%, in the aggregate amount of $114,000.
The net proceeds payable to Rivulet Films were $450,000. The note is secured by the assignment of certain rights to the films “Please
Baby Please” and “Mistress,” pursuant to the Collateral Security Agreement. A security interest on all of the Company
assets, which includes its interest in these films, was previously granted to a different lender under a separate note and security agreement
in October 2020, and so this security interest is junior to the previous one granted. This promissory note is also secured by a personal
guarantee from Michael Witherill and Debbie Rasmussen, wife of Mr. Witherill.
On October 7, 2021, the Company executed a Promissory
Note payable to John Morgan, pursuant to which the Company borrowed $50,000. The note matures on January 7, 2022, is unsecured, bears
interest at a rate of 10% per annum, and the unpaid balance may be accelerated upon an event of default thereunder.
On October 15, 2021, the Company executed a Series
A Convertible Promissory Note payable to the Steven and Ann Wheeler Trust, pursuant to which the Company borrowed $50,000. On October
19, 2021, the Company executed a Series A Convertible Promissory Note payable to Brett M. Bannister, pursuant to which the Company borrowed
$62,500. On October 20, 2021, the Company executed a Series A Convertible Promissory Note payable to The AZP Trust, pursuant to which
the Company borrowed $150,000. Each of the convertible notes matures on the date that is two years from the issuance date, is unsecured,
bears interest at a rate of 12% per annum, and the unpaid balance may be accelerated upon an event of default thereunder. The outstanding
principal and accrued interest under the notes may be converted into common stock by the holder at a conversion price of $0.80 per share,
and will automatically convert at a price of $0.80 per share should the closing price of the Company’s common stock reach $1.20
or higher.
On June 30, 2021, Mistress Movie LLC, a wholly owned
subsidiary of the Company (“Mistress Movie”), and Cross Entertainment, L.L.C. entered into five Amendments to Promissory
Note. The amendments extend the maturity dates of Promissory Notes in the aggregate amount of amount of $110,000 from June 30, 2021 to
June 30, 2022. All other provisions of amended notes remain the same. Michael Witherill is the sole member and manager of Cross Entertainment,
L.L.C. Mr. Witherill is also president and a director of the Company.
On November 23, 2021, the Company and Michael Witherill
entered into a Multiple Advance Promissory Note, pursuant to which the Company may borrow up to an aggregate of $300,000 from time to
time. This note also consolidates and replaces 14 individual Promissory Notes previously executed by the Company and payable to Mr. Witherill
with an aggregate outstanding balance of $201,170. The note matures on October 31, 2022, is unsecured, bears interest at the greater of
0% per year or the Applicable Federal Rate, and the unpaid balance may be accelerated upon an event of default thereunder. Mr. Witherill
is president and a director of the Company.
On November 23, 2021, the Company and Aaron Klusman
entered into a Multiple Advance Promissory Note, pursuant to which the Company may borrow up to an aggregate of $250,000 from time to
time. This note also consolidates and replaces 9 individual Promissory Notes previously executed by the Company and payable to Mr. Klusman
with an aggregate outstanding balance of $178,540. The note matures on October 31, 2022, is unsecured, bears interest at the greater of
0% per year or the Applicable Federal Rate, and the unpaid balance may be accelerated upon an event of default thereunder. Mr. Klusman
is CEO and a director of the Company.
On September 27, 2021, the Company and Michael Witherill
entered into a Stock Sale Agreement and a Loan Agreement and Promissory Note. Pursuant to such agreements, the Company sold 29,076,665
shares of common stock symbol RGPB) and 2,907,666 shares of Series A Preferred Stock (symbol RGBPP) of Regen BioPharma, Inc. (“Regen”)
to Mr. Witherill. Pursuant to these agreements, Mr. Witherill intended to resell the Regen shares on the open market and remit the proceeds
received from such sales to the Company as full payment for the shares. Mr. Witherill successfully sold all of the shares of Regen Series
A Preferred Stock for total proceeds to the Company of $201,400. On November 8, 2021, the foregoing agreements were terminated, as disclosed
in Item 1.02 below, and the Regen common stock was transferred back to the Company. Mr. Witherill is president and a director of the Company.
On November 9, 2021, the Company and Damian Larson
entered into a Stock Sale Agreement and a Loan Agreement and Promissory Note. Pursuant to these agreements, the Company consigned, in
an arms-length transaction, the 29,076,665 shares of Regen common stock to Mr. Larson. Mr. Larson is using his best efforts to effect
a resale of the shares on the open market and remit the cash proceeds received from such sales to the Company as full payment for the
shares, less a fee of up to $10,000.
The descriptions of the Promissory Notes, Convertible
Promissory Notes, Series A Convertible Promissory Notes, Multiple Advance Promissory Notes, Commercial Loan Agreement, Collateral Security
Agreement, Negotiable Secured Promissory Note, Stock Sale Agreements, and Loan Agreement and Promissory Notes are only summaries of such
agreements, do not purport to be complete descriptions of such agreements, and are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, and 10.11 and incorporated herein by
reference.