UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): June 12,
2020
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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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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Securities
registered pursuant to Section 12(b) of the Act:
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
Explanatory Note
On July
7, 2020, Rivulet Media, Inc., a Delaware corporation (the
“Company”), filed a
Current Report on Form 8-K (the “Original Filing”) to
disclose the consummation of a merger pursuant to which Maughan
Music Group, LLC merged with and into Maughan Music, Inc., a wholly
owned subsidiary of the Company (the “Merger”). This disclosure
was filed under Item 2.01 of the Original Filing. Additionally, in
the Original Filing, the Company indicated that any financial
statements and pro forma financial information required by Items
9.01(a) and (b), respectively, would be filed as an amendment to
the Original Filing within 71 days after the date the Original
Filing must be filed.
Although
the Company elected to voluntarily make the Original Filing, such
filing was not required to be made because the merger did not
involve an acquisition of a “significant amount of
assets” or a “business”, as defined by
Instruction 4 of Item 2.01.
The
Company is now amending the Original Filing to (i) delete Item 2.01
because the Merger did not meet the significance of assets tests
under Instruction 4, and (ii) delete Items 9.01(a) and (b) because,
in light of the deletion of Item 2.01, no financial statements or
pro forma financial information are required to be
filed.
Accordingly,
pursuant to this Amendment No. 1, the Company is revising the
original disclosure to reclassify it to Item 8.01 to disclose
consummation of the Merger, the text of which is substantially
identical that set forth under Item 2.01 of the Original
Filing.
Item
8.01
Other
Events.
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 12, 2020.
Upon
the 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.
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 29, 2020
Rivulet
Media, Inc., a Delaware corporation
By: /s/ Mike
Witherill
Mike Witherill, President and CFO
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