ASST 8-K
Strive, Inc. (ASST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of Company as specified in its charter) |
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(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( |
| (Company’s telephone number, including area code) |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
If an emerging growth company, indicate by check
mark if the Company 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.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, Asset Entities Inc., a Nevada corporation (the “Company”), entered into a Purchase Agreement, dated as of November 25, 2024 (the “Purchase Agreement”), with Jeff Blue (“Owner”), pursuant to which the Owner granted the Company a 50% ownership interest in the film, TV, streaming, and other media adaptation rights to the literary work entitled “One Step Closer: From Xero to #1: Becoming Linkin Park” (the “Work”) for a payment of $120,000, plus an additional $40,000 for creating a screenplay, with specific milestones for payment. A description of the Purchase Agreement was disclosed in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2024.
On August 18, 2025, the Company entered into an Assignment and Assumption Agreement, dated as of August 18, 2025 (the “Assignment Agreement”), with Hybrid Assets LLC, a Texas limited liability company (“Hybrid”), and Owner, pursuant to which the Company will assign all of its right, title and interest in, to and under the Purchase Agreement to Hybrid in exchange for Hybrid assuming all duties, liabilities, and obligations of the Company under the Purchase Agreement and Owner releasing the Company from any secondary liability under the Purchase Agreement. The Assignment Agreement contains certain representations and warranties customary for an agreement of this type. In connection with the Assignment Agreement and as additional consideration for the Company’s willingness to assign its rights under the Purchase Agreement, Hybrid is paying the Company an assignment fee of $200,000 pursuant to a separate letter agreement (the “Letter Agreement”) between the Company and Hybrid.
Hybrid is managed by Michael Gaubert, the Company’s Executive Chairman and director, and Matthew Krueger, the Company’s Chief Financial Officer, Treasurer and Secretary. Owner is the Company’s Head of Entertainment.
The foregoing description of the Assignment Agreement and the Letter Agreement does not purport to be complete and is qualified in its entirety by the Assignment Agreement and the Letter Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Assignment and Assumption Agreement dated August 18, 2025, by and among Asset Entities Inc., Hybrid Assets LLC and Jeff Blue | |
| 10.2 | Letter Agreement dated August 18, 2025, between Asset Entities Inc. and Hybrid Assets LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 20, 2025 | ASSET ENTITIES INC. | |
| /s/ Arshia Sarkhani | ||
| Name: | Arshia Sarkhani | |
| Title: | Chief Executive Officer and President | |
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Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
(relating to that certain Purchase and Rights Agreement dated November 25, 2024, commonly referred to as the “One Step Closer
Agreement”)
This Assignment and Assumption Agreement (this “Agreement”) is entered into effective as of August 18, 2025 (the “Effective Date”) by and among: Asset Entities, Inc., a Nevada corporation with its principal place of business at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (“Assignor”); Hybrid Assets LLC, a Texas limited liability company with its principal place of business at 100 Crescent Court, 7th Floor, Dallas, Texas 75201 (“Assignee”); and Jeff Blue, an individual whose address is 9200 Sunset Blvd., Suite 600, West Hollywood, California 90069 (“Owner”), solely for purposes of the acknowledgments and consents set forth herein. Assignor, Assignee, and Owner are sometimes referred to collectively as the “Parties” and individually as a “Party.”
RECITALS
A. Assignor and Owner are parties to that certain binding Purchase and Rights Agreement dated November 25, 2024 (the “Underlying Agreement”), pursuant to which Assignor acquired and now owns fifty percent (50%) of all film, television, streaming, other media, and adaptation rights in and to the literary work entitled “One Step Closer: From Xero to #1: Becoming Linkin Park” (the “Property”), together with related rights and obligations, on the terms and conditions set forth in the Underlying Agreement.
B. Section 18 of the Underlying Agreement permits Assignor to assign its rights thereunder to “any Person whatsoever,” provided Assignor remains secondarily liable unless the assignee is a major or mini-major motion picture studio, major independent production company, or similarly financially responsible person.
C. Assignor desires to assign, transfer, convey, and deliver to Assignee all of Assignor’s right, title, and interest in, to, and under the Underlying Agreement, and Assignee desires to accept such assignment and to assume and perform all duties and obligations of Assignor arising on or after the Effective Date, all upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
| 1. | Assignment |
Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, and Assignee hereby accepts, all of Assignor’s right, title, and interest in, to, and under the Underlying Agreement and the Property, including, without limitation, (i) Assignor’s fifty percent (50%) ownership interest in all motion picture, series, remake, merchandising, performing, ancillary, and other rights granted under the Underlying Agreement, (ii) all payments, proceeds, profits, and other economic benefits accruing therefrom on or after the Effective Date, and (iii) all claims, demands, causes of action, and choses in action arising thereunder, whether existing, contingent, or hereafter arising (collectively, the “Assigned Rights”).
| 2. | Assumption of Obligations |
Assignee hereby accepts the foregoing assignment and unconditionally assumes, and agrees to pay, perform, and discharge, in accordance with their respective terms, all duties, liabilities, and obligations of Assignor under the Underlying Agreement to the extent first accruing or required to be performed on or after the Effective Date (the “Assumed Obligations”). Notwithstanding anything to the contrary in the Underlying Agreement (including Section 18 thereof), Owner hereby expressly agrees that, as of the Effective Date, Assignor shall have no further secondary liability for the Assumed Obligations or any other obligations under the Underlying Agreement, and Owner fully and irrevocably releases Assignor from any and all such secondary liability.
| 3. | Representations and Warranties of Assignor |
Assignor represents and warrants to Assignee and Owner that:
| a. | Assignor is duly organized, validly existing, and in good standing under the laws of the State of Nevada, with full corporate power and authority to execute, deliver, and perform this Agreement. |
| b. | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action of Assignor; this Agreement constitutes Assignor’s valid and binding obligation, enforceable against Assignor in accordance with its terms. |
| c. | Assignor is the sole legal and beneficial owner of the Assigned Rights, free and clear of all liens, claims, encumbrances, and adverse interests created by, through, or under Assignor. |
| d. | Assignor has not previously assigned, licensed, encumbered, or otherwise transferred any of the Assigned Rights (other than pursuant to the Underlying Agreement). |
| e. | No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority or third party (other than as provided herein) is required on the part of Assignor for the execution, delivery, and performance of this Agreement. |
| f. | Assignor is not, to its knowledge, in material breach or default under the Underlying Agreement, and no event has occurred that, with notice or lapse of time or both, would constitute such a material breach or default. |
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| 4. | Representations and Warranties of Assignee |
Assignee represents and warrants to Assignor and Owner that:
| a. | Assignee is duly organized, validly existing, and in good standing under the laws of the State of Texas with full company power and authority to execute, deliver, and perform this Agreement. |
| b. | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action of Assignee; this Agreement constitutes Assignee’s valid and binding obligation, enforceable against Assignee in accordance with its terms. |
| c. | Assignee has the financial capability and resources to perform all Assumed Obligations as and when they become due. |
| d. | No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority or third party (other than as provided herein) is required on the part of Assignee for the execution, delivery, and performance of this Agreement. |
| 5. | Representations and Warranties of Owner |
Owner represents and warrants solely for purposes of this Agreement that Owner’s execution of the acknowledgment and consent in Section 6 does not violate any agreement to which Owner is a party, and that Owner has the requisite capacity and authority to provide such acknowledgment and consent.
| 6. | Owner’s Acknowledgment and Consent |
Pursuant to Section 18 of the Underlying Agreement, Owner hereby (i) acknowledges receipt of notice of the assignment effected hereby, (ii) consents to such assignment, and (iii) agrees that, from and after the Effective Date, all notices, payments, statements, and other communications required or permitted under the Underlying Agreement with respect to Assignor’s interest shall be sent to Assignee at the address set forth in Section 13 below.
| 7. | Indemnification |
a. By Assignor. Assignor shall indemnify, defend, and hold harmless Assignee and Owner, and their respective successors and assigns, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to (i) any breach by Assignor of its representations, warranties, or covenants herein, or (ii) any failure by Assignor to perform or discharge any obligation or liability under the Underlying Agreement to the extent arising or required to be performed prior to the Effective Date.
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b. By Assignee. Assignee shall indemnify, defend, and hold harmless Assignor and Owner, and their respective successors and assigns, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to (i) any breach by Assignee of its representations, warranties, or covenants herein, or (ii) any failure by Assignee to perform or discharge any Assumed Obligation to the extent arising or required to be performed on or after the Effective Date.
| 8. | Further Assurances |
Each Party shall execute and deliver such additional documents, and take such other actions, as may be reasonably necessary or desirable to effectuate the purposes of this Agreement, including the filing or recording of any short-form assignments in the United States Copyright Office.
| 9. | No Third-Party Beneficiaries |
Except for Owner (who is an express third-party beneficiary to the limited extent stated herein), this Agreement is intended solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein shall confer any rights upon any other person or entity.
| 10. | Entire Agreement; Amendments |
This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings. This Agreement may not be amended, modified, or waived except by a written instrument signed by all Parties.
| 11. | Severability |
If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remainder of such provision or any other provision of this Agreement.
| 12. | Governing Law; Venue |
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The state and federal courts located in Dallas County, Texas shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party irrevocably submits to the personal jurisdiction of such courts.
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| 13. | Notices |
All notices and other communications under this Agreement shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. mail, return-receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by notice given in accordance herewith):
Assignor:
Asset Entities, Inc.
100 Crescent Court, 7th Floor
Dallas, Texas 75201
Attn: Chief Executive Officer
Assignee:
Hybrid Assets LLC
100 Crescent Court, 7th Floor
Dallas, Texas 75201
Attn: Chief Executive Officer
Owner:
Jeff Blue
Century Park Entertainment
9200 Sunset Blvd., Suite 600
West Hollywood, CA 90069
Notice shall be deemed given (i) when delivered if by hand, (ii) on the next business day after deposit if sent by overnight courier, or (iii) three (3) business days after deposit if sent by certified mail.
| 14. | Counterparts; Electronic Signature |
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including via PDF or other electronic signature platform such as DocuSign) shall be deemed original signatures for all purposes.
| 15. | Headings |
Headings and boldface titles are for convenience only and shall not affect the interpretation of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption Agreement as of the Effective Date.
| ASSIGNOR | ASSIGNEE | |||
| Asset Entities, Inc. | Hybrid Assets LLC | |||
| By: | /s/ Arshia Sarkhani | By: | /s/ Michael Gaubert | |
| Name: | Arshia Sarkhani | Name: | Michael Gaubert | |
| Title: | Chief Executive Officer | Title: | Manager | |
| Date: | August 18, 2025 | Date: | August 18, 2025 | |
OWNER’S ACKNOWLEDGMENT AND CONSENT
The undersigned, being the “Owner” under the Underlying Agreement, hereby acknowledges and consents to the foregoing assignment, agrees to recognize Assignee as “Purchaser” under the Underlying Agreement for all purposes from and after the Effective Date, and confirms that Owner’s rights and obligations under the Underlying Agreement remain in full force and effect. Notwithstanding anything to the contrary in the Underlying Agreement (including Section 18 thereof), Owner further expressly agrees that Assignor shall have no further secondary liability for any obligations under the Underlying Agreement as of the Effective Date, and Owner fully and irrevocably releases Assignor from any and all such secondary liability.
| /s/ Jeff Blue | |
| Jeff Blue | |
| Date: August 18, 2025 |
(Signature page to Assignment and Assumption Agreement)
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Exhibit 10.2
ASSET ENTITIES INC.
100 Crescent Court, 7th Floor
Dallas, Texas 75201
Date: August 18, 2025
Hybrid Assets LLC
100 Crescent Court, 7th Floor
Dallas, Texas 75201
Attn: Manager
Re: Assignment Fee in Connection with Assignment and Assumption Agreement dated August 18, 2025
Dear Michael:
This letter (this “Letter Agreement”) sets forth the understanding between Asset Entities Inc., a Nevada corporation (“Asset Entities”), and Hybrid Assets LLC, a Texas limited liability company (“Hybrid Assets,” and together with Asset Entities, the “Parties”), regarding the payment by Hybrid Assets to Asset Entities of an additional assignment fee in consideration of the Assignment and Assumption Agreement entered into by the Parties and Jeff Blue, effective as of August 18, 2025 (the “Assignment Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Assignment Agreement.
| 1. | Assignment Fee. As additional consideration for the assignment of the Assigned Rights under the Assignment Agreement, Hybrid Assets hereby agrees to pay to Asset Entities an assignment fee in the amount of $200,000 (the “Assignment Fee”). |
| 2. | Payment Terms. Hybrid Assets shall remit the Assignment Fee to Asset Entities in immediately available U.S. funds by wire transfer to an account designated in writing by Asset Entities (or by such other method as the Parties may mutually agree) no later than five (5) business days after the date this Letter Agreement is fully executed. |
| 3. | No Other Modifications. Except as expressly provided herein, nothing in this Letter Agreement amends, alters, or waives any term or condition of the Assignment Agreement, all of which remain in full force and effect. |
| 4. | Miscellaneous. |
a. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to its conflict-of-laws principles.
b. This Letter Agreement may be executed in counterparts (including by electronic signature and/or portable document format), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
c. This Letter Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes any prior understandings or agreements, oral or written, relating thereto other than those contained in the Assignment Agreement. Any amendment or modification must be in writing and signed by both Parties.
Please indicate Hybrid Assets’ agreement to the foregoing by executing this Letter Agreement where indicated below and returning a fully executed copy to the undersigned.
| Sincerely, | ||
| ASSET ENTITIES INC. | ||
| By: | /s/ Arshia Sarkhani | |
| Name: | Arshia Sarkhani | |
| Title: | Chief Executive Officer | |
| Acknowledged and Agreed: | ||
| HYBRID ASSETS LLC | ||
| By: | /s/ Michael Gaubert | |
| Name: | Michael Gaubert | |
| Title: | Manager | |
| Date: | August 18, 2025 | |