Angel Studios Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 5, 2025, Angel Studios, Inc., a Delaware corporation (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), pursuant to which the Company may offer and sell from time to time shares of its Class A common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $150,000,000, to or through the Sales Agents in an “at-the-market” equity offering program.
Pursuant to the Distribution Agreement, sales of the Common Stock, if any, will be made under the Company’s effective shelf registration statement on Form S-3 (File No. 333-291514), filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2025 and declared effective by the SEC on December 4, 2025, and the accompanying base prospectus included therein as supplemented by the prospectus supplement, dated December 5, 2025, filed with the SEC, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Sales Agents will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).
The Distribution Agreement provides that the Sales Agents will be entitled to compensation at a commission of up to 3.0% of the gross sales price per share for any shares sold through it under the Distribution Agreement. We have agreed to reimburse the Sales Agents for the fees and disbursements of its counsel in an amount not to exceed $100,000 in connection with the establishment of the at-the-market offering and, thereafter, $15,000 on a quarterly basis. The Distribution Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Sales Agents, other obligations of the parties and termination provisions.
The foregoing description of the Distribution Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. In connection with the filing of the Distribution Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Mayer Brown LLP, with respect to the legality of the shares.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 1.1 | Equity Distribution Agreement, dated December 5, 2025, between the Company and Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC | |
| 5.1 | Opinion of Mayer Brown LLP | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ANGEL STUDIOS, INC. | |||
| Date: December 5, 2025 | By: | /s/ Scott Klossner | |
| Name: | Scott Klossner | ||
| Title: | Chief Financial Officer | ||