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): December 16, 2021 |
| |
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 |
On each of December 16, 2021, and December 17, 2021, Rivulet Media, Inc. (the “Company”) executed a Promissory Note payable to John Morgan, pursuant to which the Company borrowed $10,000 and $15,000, respectively. The notes are unsecured, bear interest at the rate of 10% per annum, mature on June 30, 2022, and the unpaid balance may be accelerated upon an event of default thereunder. Mr. Morgan is a director of the Company.
On January 13, 2022, the Company executed a Promissory Note payable to Pingu Inc., pursuant to which the Company borrowed $40,000. The note is unsecured, bears interest at the rate of 10% per annum, matures on March 31, 2022, and the unpaid balance may be accelerated upon an event of default thereunder.
Also on January 13, 2022, the Company executed a Promissory Note payable to Daniel Crosser, pursuant to which the Company borrowed $30,000. The note is unsecured, bears interest at the rate of 10% per annum, matures on June 30, 2022, and the unpaid balance may be accelerated upon an event of default thereunder.
On January 14, 2022, the Company executed a Promissory Note payable to Steven Wheeler, as trustee for the Steve and Ann Wheeler Trust, pursuant to which the Company borrowed $75,000. The note is unsecured, bears interest at the rate of 10% per annum, matures on June 30, 2022, and the unpaid balance may be accelerated upon an event of default thereunder.
The descriptions of the Promissory Notes are only summaries of such agreements, do not purport to be a complete description of such agreements, and are qualified in their entirety by reference to such agreements, a form of which is filed as Exhibit 10.1 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 |
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) 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: January 31, 2022
Rivulet Media, Inc., a Delaware corporation
By: /s/ Rick Gean
Rick Gean, Interim CFO
