Angel Studios Reports Material Agreements & Equity Sales

TL;DR

Angel Studios dropped an 8-K: new deals, debt, and stock sales on Aug 11th. Big moves happening.

AI Summary

Angel Studios, Inc. filed an 8-K on August 15, 2025, reporting on events that occurred on August 11, 2025. The filing indicates a material definitive agreement, the creation of a direct financial obligation, unregistered sales of equity securities, and material modifications to security holder rights. The company, formerly known as VidAngel, Inc., is incorporated in Delaware.

Why It Matters

This 8-K filing signals significant corporate actions by Angel Studios, including new financial obligations and equity transactions, which could impact its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which inherently carry risks related to execution, financial strain, and potential dilution.

Key Players & Entities

• Angel Studios, Inc. (company) — Registrant
• VidAngel, Inc. (company) — Former Company Name
• August 11, 2025 (date) — Date of Earliest Event Reported
• August 15, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $7,000,000 b — ") for an aggregate principal amount of $7,000,000 between the two Convertible Notes (the "
• $39.00 — divided by (ii) the conversion price of $39.00 per share (subject to adjustment for st

Filing Documents

• tm2523644d1_8k.htm (8-K) — 33KB
• tm2523644d1_ex4-1.htm (EX-4.1) — 45KB
• tm2523644d1_ex10-1.htm (EX-10.1) — 152KB
• 0001104659-25-079289.txt ( ) — 435KB
• none-20250811.xsd (EX-101.SCH) — 3KB
• none-20250811_lab.xml (EX-101.LAB) — 33KB
• none-20250811_pre.xml (EX-101.PRE) — 22KB
• tm2523644d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement Note Purchase Agreements 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 "). The Debt Financing closed simultaneously with the execution of the Note Purchase Agreement. Each Note Purchase Agreement includes customary representations, warranties, agreements by the Company and the Investor, conditions to closing and termination provisions. Upon or prior to the Merger (as such term is defined in the Note Purchase Agreements), the Investors will become a party to the Registration Rights Agreement (as such term is defined in the Note Purchase Agreements). However, if the Merger has not been consummated on or before October 31 2025, the Company will enter into separate registration rights agreements with the Investors that provide for customary terms, including as to indemnification, contribution and information rights afforded to other major investors of the Company. Convertible Notes Each Convertible Note bears an interest rate of 16.00% per annum, compounded monthly, and computed on the basis of the actual number of days elapsed and a year of 360 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Convertible Notes, shall be due and payable on the earlier of (i) December 31, 2025 (the " Maturity Date ") or (ii) when, upon or after the occurrence of an Event of Default (as such term is defined in th

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02 . The Convertible Notes and the securities of the Company that may be issued in connection with the Debt Financing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent an effective registration statement under the Securities Act or pursuant to an exemption therefrom.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders 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.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1* Form of Subordinated Convertible Promissory Note. 10.1* Form of Note Purchase Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. SIGNATURE 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. ANGEL STUDIOS, INC. Date: August 15, 2025 By: /s/ Scott Klossner Scott Klossner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR