SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 6, 2014
PULSE EVOLUTION CORPORATION
name of registrant as specified in its charter)
or other jurisdiction
SW Village Center Drive, Suite 201, Port St. Lucie, FL
of principal executive offices)
telephone number, including area code
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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))
1.01 Entry into a Material Definitive Agreement.
Monroe Visual Rights Partner Agreement
the terms of the October 6, 2014 Partner Agreement (the “Partner Agreement”) we entered into with The Estate of Marilyn
Monroe LLC (the “Monroe Estate”), we agreed to develop for the Monroe Estate entertainment projects (the “Project”
or “Projects”) to utilize a realistic computer-generated image of Marilyn Monroe (“Virtual Marilyn”).
The likeness will be used to create entertainment and branding revenue opportunities for us, generated from holographic performances
in live shows and commercials. The Monroe Estate holds the likeness, appearance, and publicity rights of Marilyn Monroe (“Monroe
IP Rights”). Under the terms of the Partner Agreement, the Monroe Estate has granted us exclusive rights to develop Projects
for a limited period of time. We have agreed to create and make presentations to third parties (the “Target” or “Targets”)
regarding the commercial and live use of the Projects including rights to enter into development agreements with Targets for the
development of the Projects.
the terms of the Partner Agreement, the Monroe Estate has granted us a limited and nonexclusive worldwide license to the Monroe
IP Rights, to use, copy, modify, and create the Projects (the “Company License Rights”). We will retain ownership
over the technology, materials, and media used in the performance of the Projects, which is separable from the Monroe IP Rights
(“Company Materials”). The Monroe Estate may use the Company Materials on a perpetual, irrevocable, assignable, sub-licensable
worldwide basis if the Monroe Estate pays us certain royalties. The Monroe Estate has the right to approve all elements of the
Virtual Marilyn Projects we develop including any advertising elements which we are required to submit to them for approval.
agreed to pay an upfront launch fee to the Monroe Estate (the “Upfront Launch Fee”) which is subject to certain guarantees
and rights and the Monroe Estate agreed to pay us a portion of revenues derived from Virtual Marilyn Projects we secure. We also
agreed to pay the Monroe Estate a royalty based on certain services we may provide to third parties which utilize the Monroe IP
Partner Agreement will be automatically terminated if we breach the same provision of the Partner Agreement twice, however, the
Monroe Estate will still be entitled to certain royalties. After the first breach by us, the Monroe Estate must give us written
notice of the breach. Further, the Monroe Estate has the right to suspend its performance under and/or terminate the Partner Agreement
if we (i) fail to make a required payment to the Monroe Estate (subject to a 5 business day cure period), (ii) breach the Partner
Agreement (subject to a 15 business day cure period), (iii) commit an act of gross negligence or wanton misconduct (subject to
a 10 business day cure period), (iv) file a bankruptcy petition or such petition is filed against us, (v) fail to generate the
minimum net revenue in any Contract Year. We have the right to suspend our performance under and/or terminate the Partner Agreement
if the Monroe Estate breaches the Partner Agreement, subject to a cure period of 30 business days, after the Monroe Estate receives
written notice from us.
Partner Agreement contains general provisions dealing with confidentiality, insurance, indemnity, quality standards of the Projects,
and dispute resolution.
foregoing description of the Partner Agreement is qualified in its entirety by reference to such Partner Agreement, which is filed
as Exhibit 10.1 hereto and is incorporated herein by reference.
9.01 Financial Statements and Exhibits
Agreement between Marilyn Monroe EPE IP, LLC and Pulse Evolution Corporation effective as of August 1, 2014.*|
of this agreement have been omitted and redacted and separately filed with the Securities and Exchange Commission with a request
for confidential treatment.
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.
October 10, 2014
Chief Executive Officer|