UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Exact Name of Registrant as Specified in Charter) |
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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:
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
OTC pkn |
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).
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.
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2025, Rivulet Entertainment, Inc., (f/k/a Advanced Voice Recognition Systems, Inc.) a Nevada corporation (“the Company”), and Rivulet Media, Inc., a Delaware corporation (Rivulet), collectively the Parties, entered into an addendum that amended the Asset Purchase Agreement (the “Purchase Agreement”), dated March 1, 2024 to reduce the cash portion of the purchase price from $10,000,000 to $6,450,000. Additionally, the conditions subject to closing and the default provisions were eliminated. All other terms and conditions of the Purchase Agreement shall remain in full force and effect.
Item 9.01 Financial Statements and Exhibits
Number Title
Exhibit 10.9 Addendum to the Asset Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 19, 2025
Rivulet Entertainment, Inc.
By: /s/ Walter Geldenhuys Name: Walter Geldenhuys
Title: President, Chief Executive Officer
EXHIBIT 10.9
ADDENDUM TO ASSET PURCHASE AGREEMENT
The following provisions (the “Addendum”) are hereby incorporated into, and are hereby made a part of, that certain Asset Purchase Agreement dated March 1, 2024 (the “Agreement”) between Advanced Voice Recognition Systems, Inc. a Nevada corporation, n/k/a Rivulet Entertainment, Inc. a Nevada corporation ("Buyer"), and Rivulet Media, Inc., a Delaware corporation ("Seller” or “Company") (individually, a “Party”; collectively, the “Parties”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”).
1.Purchase Price. Purchase Price shall be amended by decreasing the cash portion by $3,550,000 for a total cash amount of $6,450,000.
2.Conditions Subject to Closing. The Parties have agreed to eliminate the provisions outlined in section 6.4 of the Agreement. There has been no “change in composition” in Rivulet Entertainment’s board of directors or executive committee (as compared to the composition prior to the merger). Further, no proxy agreement has been established. If additional members are added to either the board of directors or executive committee the Company will file the requisite Item 5.02 Form 8-K.
3.Defaults. The seller agrees to waive the conditions of default as disclosed in section 7.1 of the Agreement. There have been no actions as described in section 7.1 of the Agreement
4. All other terms and conditions of the Agreement shall remain in full force and effect and said Agreement is hereby confirmed and ratified accordingly.
IN WITNESS WHEREOF, the Parties have caused this Addendum to the Asset Purchase Agreement to be duly executed and delivered as of May 19, 2025.
SELLERBUYER
RIVULET MEDIA, INC. Rivulet Entertainment, Inc.
a Delaware corporation a Nevada corporation
By: /s/ Michael Witherill By: /s/ Walter Geldenhuys
Michael Witherill Walter Geldenhuys
President and Director President, Chief Executive Officer