Item 1.01 Entry into a Material Definitive Agreement
On June 15, 2021, and June 30, 2021, Rivulet Media, Inc. (the "Company")
executed Promissory Notes payable to Mark Williams, pursuant to which the
Company borrowed $50,000 each. The notes mature on December 15 and December 30,
2021, respectively. Each of the notes is unsecured, bears interest at a rate of
10% per annum, and the unpaid balance may be accelerated upon an event of
default thereunder.
On June 17, 2021, and June 18, 2021, Good News LLC, a wholly owned subsidiary of
the Company ("Good News"), executed Promissory Notes payable to Mark Williams,
pursuant to which Good News borrowed $50,000 and $35,000, respectively. The
notes mature on December 17 and December 18, 2021, respectively. Each of the
notes is unsecured, bears interest at a rate of 10% per annum, and the unpaid
balance may be accelerated upon an event of default thereunder.
On July 1, 2021, and July 6, 2021, the Company executed Promissory Notes payable
to Rachelle Strole, pursuant to which the Company borrowed $100,000 and
$400,000, respectively. The notes are unsecured, bear no interest, accrue
interest at a rate of 15% in the event of a default, and the unpaid principal
and accrued interest may be accelerated upon an event of default thereunder. The
$100,000 note has been fully repaid. The $400,000 note matured on July 31, 2021,
and remains unpaid and, as a result, is currently in default. Ms. Strole filed
suit against the Company on October 7, 2021 for the outstanding balance of this
note. The Company is seeking to raise capital to repay the note but there is no
assurance this will occur.
On July 8, 2021, August 2, 2021, and September 7, 2021, the Company executed
Convertible Promissory Notes (the "Geneva Notes") payable to Geneva Roth Remark
Holdings, Inc., pursuant to which the Company borrowed $128,750, $55,000, and
$43,750, respectively. The Geneva Notes mature on July 8, August 2, and
September 7, 2022, respectively. Each of the notes is unsecured and bears
interest at a rate of 10% per annum. Each of the notes may be converted into
shares of common stock of the Company ("Common Stock") beginning on the date
that is 180 days from the date of the note and ending on the later of the
maturity date or the date of payment of the Default Amount, as defined
thereunder, at a conversion price per share equal to 65% of the lowest trading
price during the 10-day period prior to conversion. The total shares issuable
under the Conversion Right contained in the Geneva Notes cannot exceed 4.99% of
the total outstanding common stock of the Company.
At any time during the first 180 days after the date of Geneva Notes the Company
may prepay the outstanding principal under each note at an amount equal to 115%
to 125% of the outstanding principal depending on the date of prepayment. After
180 days the Company has no right of prepayment. So long as the Company has any
outstanding obligations under the Geneva Notes, it may not sell, lease, or
otherwise dispose of a significant portion of its assets without the lender's
written consent. In the event of a payment default, the Geneva Notes shall
become immediately due and payable and Company will be obligated to pay the
Default Sum, as defined thereunder. In the event of a default for failure to
issue shares upon conversion, the Company will be obligated to pay the Default
Sum multiplied by two. In addition, the Company may be considered in default on
all three Geneva Notes if the Company fails to comply with the reporting
requirements of the Securities Exchange Act of 1934 under a cross default
provision, where a default under one Geneva Note represents a default under all
three Geneva Notes. Once a notice of default is received by the Company, the
Company has twenty days to cure the default by becoming current on its filing
requirements under the Exchange Act. The Company is currently delinquent on the
filing of its Form 10-K but has not received a notice of default.
On August 2, 2021, Good News executed a Promissory Note payable to Mike
Witherill, pursuant to which the Company borrowed $45,000. The note matures on
February 28, 2022. On August 12, 2021 and October 7, 2021, Rivulet Films LLC, a
wholly owned subsidiary of the Company ("Rivulet Films"), executed Promissory
Notes payable to Mr. Witherill, pursuant to which Rivulet Films borrowed $2,000
and $3,488.95, respectively. The notes mature on February 28, 2022, and March
31, 2022, respectively. Each of these notes is unsecured, bears interest at a
rate of 10% per annum, and the unpaid balance may be accelerated upon an event
of default thereunder. Mr. Witherill is president and a director of the Company.
On August 6, August 20, and September 13, 2021, the Company executed Promissory
Notes payable to Daniel Crosser, pursuant to which the Company borrowed
. . .
Item 1.02 Termination of a Material Definitive Agreement
On November 8, 2021, the Company and Michael Witherill entered into a
Termination Agreement, whereby they agreed to terminate the Stock Sale Agreement
and Loan Agreement and Promissory Note dated September 27, 2021, and disclosed
in Item 1.01 above. Mr. Witherill successfully sold the Regen Series A Preferred
Stock on the open market and remitted the cash proceeds from such sales to the
Company, but was unable to resell of the Regen common stock, and as a result the
parties decided to terminate such agreements. Following the termination, Mr.
Witherill transferred the Regen common stock back to the Company, and the
Company entered into agreements with Damian Larson with respect to the Regen
common stock as disclosed in Item 1.01 above. There were no early termination
penalties. Mr. Witherill is president and a director of the Company.
The description of the Termination Agreement is only a summary of such
agreement, does not purport to be a complete description of such agreement, and
is qualified in its entirety by reference to the agreement, a copy of which is
filed as Exhibit 10.12 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated by reference into this
Item 2.03.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information set forth in Item 1.01 above with respect to the Promissory Note
dated July 6, 2021, is incorporated by reference into this Item 2.04. The date
of the triggering is July 31, 2021, which is the date this note matured and
remained unpaid. As of November 23, 2021, the amount of the direct financial
obligation, as increased, is $413,667, and the outstanding principal balance
continues to accrue default interest at a rate of 15% per year.
Item 3.02 Unregistered Sales of Equity Securities
On June 21, 2021, the Company sold 1,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $100,000.
On June 22, 2021, the Company sold 1,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $100,000.
On June 24, 2021, the Company sold 500,000 shares of Common Stock at a price of
$0.10 per share for total proceeds of $50,000.
On June 30, 2021, the Company sold 3,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $300,000.
On July 20, 2021, the Company sold 1,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $100,000.
On July 30, 2021, the Company sold 1,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $100,000.
On July 30, 2021, the Company sold 50,000 shares of Common Stock at a price of
$0.10 per share for total proceeds of $5,000.
On August 17, 2021, the Company sold 500,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $50,000.
On August 18, 2021, the Company sold 1,000,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $100,000.
On September 3, 2021, the Company sold 400,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $40,000.
On October 15, 2021, the Company sold 500,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $50,000.
On October 19, 2021, the Company sold 625,000 shares of Common Stock at a price
of $0.10 per share for total proceeds of $62,500.
In each case, the Common Stock was issued in a transaction exempt from
registration under the Securities Act of 1933, as amended, in reliance on
Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Promissory Note.
10.2 Form of Convertible Promissory Note.
10.3 Form of Series A Convertible Promissory Note.
10.4 Form of Multiple Advance Promissory Note.
10.5 Commercial Loan Agreement between Rivulet Films, Inc. and Topps, LLC
dated September 16, 2021.
10.6 Collateral Security Agreement between Rivulet Films, Inc. and Topps,
LLC dated September 16, 2021.
10.7 Negotiable Secured Promissory Note between Rivulet Films, Inc. and
Topps, LLC dated September 16, 2021.
10.8 Stock Sale Agreement between the Company and Mr. Witherill dated
September 27, 2021.
10.9 Loan Agreement and Promissory Note between the Company and Mr.
Witherill dated September 27, 2021.
10.10 Stock Sale Agreement between the Company and Mr. Larson dated
November 9, 2021.
10.11 Loan Agreement and Promissory Note between the Company and Mr. Larson
dated November 9, 2021.
10.12 Termination Agreement between the Company and Mr. Witherill dated
November 8, 2021.
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RIVULET MEDIA, INC. 
