Attached files
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| EX-2.1 - AGREEMENT AND PLAN OF MERGER BY AND AMONG RIVULET MEDIA, INC., MAUGHAN MUSIC, IN - Rivulet Media, Inc. | exhibit_2-1.htm |
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
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Date of report (Date of earliest event reported): May 28,
2020
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Rivulet Media, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-32201
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33-0824714
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None.
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None.
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None.
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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. ☐
1
Item 1.01
Entry
Into a Definitive Material Agreement.
As of
May 28, 2020, Rivulet Media, Inc., a Delaware corporation
(“Rivulet” or
“Parent”), Maughan Music,
Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (“Merger
Sub”), and Maughan Music Group LLC, an Arizona limited
liability company (the “Target”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which, subject to the terms and conditions therein, the
Target shall be merged with and into Merger Sub (the
“Merger”) and the separate
existence of the Target shall cease. Following the effective time
of the Merger, Merger Sub shall continue as the surviving
corporation of the Merger (the “Surviving Corporation”).
It is intended that the Merger qualify as a tax free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended. The Merger is anticipated to close on June 5,
2020, but there is no assurance this will occur.
Upon
its terms and subject to the conditions set forth in the Merger
Agreement, at the effective time of the Merger (i) all equitable
interests of the Target (“Target Equity”) then
outstanding shall be converted into the right to receive 925,000
shares of common stock of Parent, $0.0001 par value per share
(“Shares”), to be
distributed pro rata to the members of the Target, and (ii) each
share of common stock, $0.0001 par value per share, of Merger Sub
then outstanding shall effectively remain one share of common stock
of the Surviving Corporation. Holders of Target Equity will receive
cash in lieu of fractional shares, if applicable.
Each of
Rivulet, Merger Sub, and the Target have agreed to customary
representations, warranties, and covenants in the Merger Agreement,
including, among others, covenants relating to (i) the conduct of
the Target’s business during the period between execution of
the Merger Agreement and the effective time of the Merger, (ii)
non-solicitation by the Target of alternative acquisition
proposals, and (iii) the Target’s obligation to obtain the
approval of holders of Target Equity to effect the transactions
contemplated by the Merger Agreement.
Consummation
of the Merger is subject to certain closing conditions, including,
among others, (i) the accuracy of the representations and
warranties made and the performance in all material respects of the
covenants set forth in the Merger Agreement, (ii) approval of the
Merger Agreement by the holders of a majority of the then
outstanding Target Equity, (iii) the obtaining of any required
consents, and (iv) the absence of a material adverse effect with
respect to the Target.
The
Merger Agreement contains certain termination rights for both
Parent and the Target. All fees and expenses incurred in connection
with the Merger Agreement will be paid by the party incurring such
expenses, whether or not the Merger is consummated.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement,
which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and which is incorporated herein by
reference. The Merger Agreement has been attached as an
exhibit to this Current Report on Form 8-K to
provide investors and securityholders with information regarding
its terms. It is not intended to provide any other factual
information about Rivulet or to modify or supplement any factual
disclosures about Rivulet in its public reports filed with the SEC.
The Merger Agreement includes representations, warranties, and
covenants of Rivulet, Merger Sub, and the Target made solely for
the purpose of the Merger Agreement and solely for the benefit of
the parties thereto in connection with the negotiated terms of the
Merger Agreement. Investors should not rely on the representations,
warranties, and covenants in the Merger Agreement or any
descriptions thereof as characterizations of the actual state of
facts or conditions of the parties or any of their respective
affiliates. Moreover, certain of those representations and
warranties may not be accurate or complete as of any specified
date, may be subject to a contractual standard of materiality
different from those generally applicable to SEC filings, or may
have been used for purposes of allocating risk among the parties to
the Merger Agreement, rather than establishing matters of fact. The
Merger Agreement should not be read alone, but should instead be
read in conjunction with the other information regarding the
parties or any of their respective affiliates, as well as in the
Forms 10-K, Forms 10-Q, and other filings that
Rivulet makes with the SEC.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
* The schedules and exhibits to the Agreement and Plan of Merger
have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S-K. Rivulet will furnish copies of such schedules
to the Securities and Exchange Commission upon
request.
2
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that reflect
Rivulet’s current views regarding, among other things, the
Merger and the Merger Agreement, the expected timetable for
completing the proposed transaction, the benefits and synergies of
the proposed transaction and future opportunities for the Surviving
Corporation, as well as other statements that are other than
historical fact. Words such as “anticipate(s),”
“expect(s),” “intend(s),”
“plan(s),” “target(s),”
“project(s),” “believe(s),”
“will,” “would,” “seek(s),” and
similar expressions are intended to identify such forward-looking
statements.
Forward-looking statements are based on management’s current
expectations and beliefs and are subject to a number of known and
unknown risks, uncertainties, and other factors that could lead to
actual results materially different from those described in the
forward-looking statements. Rivulet can give no assurance that its
expectations will be attained. Actual results may differ from the
anticipated results indicated in these forward-looking
statements. These forward looking statements are not a
guarantee of future performance and involve risks and
uncertainties, and there are certain important factors that could
cause actual results to differ, possibly materially from
expectations or estimates reflected in such forward-looking
statements, including, among others:
●
the
parties’ ability to consummate the proposed transaction and
to meet expectations regarding the timing and completion of the
proposed transaction;
●
the satisfaction or waiver of the conditions to
the completion of the proposed transaction, including the receipt
of approval of the Merger Agreement by the holders of a
majority of the then outstanding Target Equity and the receipt of regulatory clearances required
to consummate the proposed transaction, in each case, on the terms
expected or on the anticipated schedule;
●
the
risk that the parties may be unable to achieve the anticipated
benefits of the proposed transaction, including synergies and
operating efficiencies, within the expected time-frames or at
all;
●
the
risk that the businesses will not be integrated successfully or
that integration may be more difficult, time-consuming or costly
than expected; and
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general
economic and market conditions.
Additional risk factors that could cause actual results to differ
materially from Rivulet’s expectations include, but are not
limited to, the risks identified by Rivulet in its most recent
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and
Current Reports on Form 8-K. Such forward-looking statements speak
only as of the date on which they are made. Except to the extent
required by law, Rivulet expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in
Rivulet’s expectations with regard thereto or change in
events, conditions, or circumstances on which any statement is
based.
No Offer or Solicitation
This communication is neither an offer to sell, nor a solicitation
of an offer to buy any securities, the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance, or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
3
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.
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Dated:
June 5, 2020
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Rivulet
Media, Inc., a Delaware corporation
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By:
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/s/ Mike
Witherill
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Mike Witherill, President
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