Attached files
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 20,
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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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. ☐
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Item 1.01
Entry
Into a Definitive Material Agreement.
On May
20, 2020, Rivulet Media, Inc. (formerly known as Bio-Matrix
Scientific Group, Inc.) (the “Company”) and Joseph M.
Arpaio (“Arpaio”), who served as
the 34th Sheriff of Maricopa County, entered into a Life Story
Rights Agreement (the “Arpaio Agreement”),
pursuant to which the Company was granted an exclusive option to
acquire the motion picture, television, home-video, allied,
subsidiary, and ancillary rights to Arpaio’s life story,
including his name, likeness, and biography. The rights to be
granted upon exercise of the option include the right to write,
produce, distribute, advertise, publicize, and record soundtracks
for one or more motion pictures, including remakes and sequels. The
option period extends for 12 months, with a 12 month extension at
the Company’s option. Prior to exercise of the option, the
Company may prepare screenplays, budgets, and engage in other
customary development and pre-production activities.
Arpaio
shall be entitled to a consulting fee of $10,000, payable within 10
days of the earlier of exercise of the option or commencement of
principal photography of the first motion picture produced under
the Arpaio Agreement. If the option is not exercised, this fee does
not become due. Additionally, as consideration for the rights
granted under the Arpaio Agreement, Arpaio shall be entitled to
compensation of $20,000 for each 30 minutes that the motion
picture(s) is/are expected to run (payable pro-rata at $675 per
minute), payable upon the earlier of exercise of the option or
commencement of principal photography of the first motion picture
produced under the Arpaio Agreement.
On May
27, 2020, the Company, Rivulet Films, Inc. (a wholly-owned
subsidiary of the Company), and Paris Film, Inc. and Rob Paris
(together, “Employee”) entered into
an Employment Agreement (the “Paris Agreement” and
together with the Arpaio Agreement, the “Agreements”), pursuant
which Rivulet Films agreed to employ Employee in the position of
“President of Rivulet Films.” The employment of
Employee begins on June 1, 2020, for a guaranteed term of six
months, following which the employment relationship may be
terminated with or without good cause or for any or no reason by
either Employee or Rivulet Films.
As
compensation, Employee will be paid $10,000 per month, guaranteed
for the first six months. Additionally, upon execution of the Paris
Agreement, the Company issued options to purchase 9 million shares
of common stock at an exercise price of $0.10 per share. Five
million of the options vested immediately, 2 million will vest on
June 1, 2021, and the remaining 2 million will vest on June 1,
2022. Employee will also have the right to participate in all
equity stock option plans and programs established for employees by
Rivulet Films in all aspects and benefit to that of any other
similarly situated C-suite employee of Rivulet Films, including its
CEO. Rivulet Films will also provide Employee with other benefits,
such as bonuses, perk packages, preferred stock positions, box
office bonuses, and back-end/contingent compensation made generally
available to similarly situated employees, including its CEO.
Employee will be attached as producer, subject to a separate
producer agreement to be negotiated, to all projects sourced by
Employee during the term of employment. The Paris Agreement
subjects Employee to certain restrictive covenants and a standard
confidentiality provision.
In
connection with the employment, to the extent controlled by
Employee and so long as Employee remains attached to each project
in perpetuity, Employee grants to Rivulet Films a right of first
refusal to all rights, title, and interest to the film projects
known as Please Baby Please and Acolyte, as well as to all other
film, story, or other production concepts which Employee creates,
develops, or otherwise originates during the term employment and
not passed on by Rivulet Films.
The
foregoing summaries of the Agreements do not purport to be complete
and are qualified in their entirety by reference to the full text
of the Agreements. Copies of the Agreements are attached hereto as
Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by
reference.
Item 8.01
Other
Events.
On May
26, 2020, the Company issued a press release announcing the start
of production, with filming anticipated to begin June 2, 2020, of a
new docu-series based on the life experiences of Joseph M. Arpaio,
the text of which is attached hereto as Exhibit 99.1.
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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:
May 28, 2020
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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