Attached files
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| EX-10.1 - TERM SHEET FOR A MULTI-PICTURE DIRECTOR AGREEMENT BETWEEN MJW MEDIA, INC. AND NI - Escondido Innovations, Inc. | exhibit_10-1.htm |
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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): June 28, 2018
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ESCONDIDO INNOVATIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-55868
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27-0758362
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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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1166 East Warner Road Suite 101-B, Gilbert, Arizona
85296
(Address
of principal executive offices) (Zip Code)
(602) 743-7796
(Registrant's
telephone number)
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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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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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☐
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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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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. ☒
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1
Item 1.01
Entry into a Material Definitive Agreement.
On
June 28, 2018, MJW Media, Inc. (“MJW”), a wholly owned
subsidiary of Escondido Innovations, Inc. (the
“Company”), entered into a binding Term Sheet For A
Multi-Picture Director Agreement (the “Term Sheet”)
with director Nick Cassavetes.
Pursuant to the Term Sheet, Mr. Cassavetes will
develop and direct five motion picture productions (together, the
“Productions”) over the course of six years. Mr.
Cassavetes will be paid $250,000 on January 2 of each of the next
five years for development and other work toward the Productions.
Mr. Cassavetes will also receive a director fee for each of the
Productions at terms no less favorable than those provided to him
pursuant to the Attachment/Hold Agreement between The Manuscript
Productions, LLC and Idc2, Inc.
f/s/o Nick Cassavetes, dated as of February 2, 2018 and
filed as Exhibit 10.25 of the Form 10 filed on April 13,
2018. Pursuant to that agreement, Mr. Cassavetes will be
paid $2,000,000 for his services as director. Also pursuant to that
agreement, Mr. Cassavetes is entitled to receive 7.5% of the net
profits of the film as well as various bonuses in the event the
film reaches certain box office milestones or is nominated for or
wins certain awards. Pursuant to the Term Sheet, Mr. Cassavetes will also receive stock options
awards on January 2 of each of the next five years upon completion
of principal photography for 250,000 shares of common stock of the
Company. The choice of Productions will be by mutual agreement
between Mr. Cassavetes and Michael Witherill, CEO of MJW, and Mr.
Cassavetes will have creative control of the
Productions.
The
parties will enter into a definitive agreement based on the terms
set forth in the Term Sheet.
The
foregoing summary of the Term Sheet does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Term Sheet. A copy of the Term Sheet is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
In
accordance with 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:
July 5, 2018
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Escondido
Innovations, Inc., a Delaware corporation
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By:
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/s/
John
Glassgow
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John Glassgow,
Chief Financial Officer
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