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 15,
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
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
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. ☐
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Item 2.01
Completion
of Acquisition or Disposition of Assets.
As of
May 28, 2020, Rivulet Media, Inc., a Delaware corporation
(“Rivulet
Media” or the “Company”), Maughan Music,
Inc., a Delaware corporation and a wholly owned subsidiary of the
Company (“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 the Target merged with and into Merger Sub (the
“Merger”) and the separate
existence of the Target ceased. Merger Sub continued as the
surviving corporation of the Merger (the “Surviving Corporation”).
The Merger was consummated on June 15, 2020.
Upon
its terms of the Merger Agreement, all equitable interests of the
Target converted into the right to receive 925,000 shares of common
stock of Rivulet Media, $0.0001 par value per share, distributed
pro rata to the members of the Target. Each share of common stock
of Merger Sub effectively remained one share of common stock of the
Surviving Corporation.
Item
9.01
Financial
Statements and Exhibits.
(a)
Financial Statements of Business
Acquired.
Pursuant
to Item 9.01(a)(4) of Form 8-K, the Company intends to file
all financial statements required by this item, if any, by an
amendment to this Current Report on Form 8-K to be filed within 71
calendar days after the date this Current Report on Form 8-K must
be filed.
(b)
Pro Forma Financial
Information.
Pursuant
to Item 9.01(b)(2) of Form 8-K, the Company intends to file
all pro forma financial information required by this item, if any,
by an amendment to this Current Report on Form 8-K to be filed
within 71 calendar days after the date this Current Report on Form
8-K must be filed.
(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:
July 6, 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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