Other Information
−Removed: During the three months ended September 30, 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
+Added: During the three months ended March 31, 2026, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
Exhibit Description
−Removed: Joint Plan of Reorganization of Trustee and Studios under Chapter 11 of the Bankruptcy Code, dated August 28, 2020, incorporated by reference to Exhibit 1.2 of Angel Legacy’s Form 1-U filed on September 15, 2020
−Removed: Agreement and Plan of Merger, dated September 11, 2024, by and among the Company, Sigma Merger Sub, Inc.
−Removed: and Angel Legacy, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K/A, filed on September 11, 2024
−Removed: Amendment No.
−Removed: 1 to Agreement and Plan of Merger, dated February 14, 2025, by and among the Company, Sigma Merger Sub, Inc.
−Removed: and Angel Legacy, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on February 14, 2025
−Removed: Second Amended and Restated Certificate of Incorporation of Angel Studios, Inc., incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025
−Removed: Amended and Restated Bylaws of Angel Studios, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025
−Removed: Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on August 15, 2025
−Removed: Warrant to Purchase Stock, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
−Removed: Warrant to Purchase Stock, incorporated by reference to Exhibit 4.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
−Removed: Settlement Agreement, dated August 26, 2020, incorporated by reference to Exhibit 1.3 of Angel Legacy’s Form 1-U filed on September 15, 2020
−Removed: Promissory Note and Security Agreement between Angel Studios, Inc.
−Removed: and VidAngel Entertainment, LLC, dated March 1, 2021, incorporated by reference to Exhibit 6.6 of Angel Legacy’s Form 1-K filed on April 28, 2023
−Removed: Form of Escrow Agreement by and between North Capital Private Securities Corporation and Angel Studios, Inc., incorporated by reference to Exhibit 1.2 of Angel Legacy’s Form 1-A filed on June 20, 2024
−Removed: P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated February 23, 2024, incorporated by reference to Exhibit 10.11 of Angel Legacy’s Annual Report on Form 10-K filed on March 28, 2025.
−Removed: Amendment to P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated December 1, 2024, incorporated by reference to Exhibit 10.12 of Angel Legacy’s Annual Report on form 10-K filed on March 28, 2025.
−Removed: Subscription Agreement, incorporated by reference to Exhibit 4.1 of Angel Legacy’s amended Form 1-A filed on July 24, 2025.
−Removed: Broker-Dealer - Onboarding Agent Agreement – Reg A+ Tier 2, by and between Rialto Markets LLC and Angel Studios, Inc., effective June 16, 2025, incorporated by reference to Exhibit 1.1 of Angel Legacy’s Form 1-A filed on July 24, 2025
−Removed: Term Sheet by and between Angel Studios, Inc.
−Removed: and 2521 Entertainment, LLC, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 8, 2025
−Removed: Note and Warrant Purchase Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
−Removed: Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
−Removed: Form of Warrant, incorporated by reference to Exhibit 10.3 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
−Removed: Form of Note Purchase Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on August 15, 2025
−Removed: Loan and Security Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
−Removed: Participation Rights Agreement, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
+Added: Form of Lock-Up Agreement, reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1, filed on September 16, 2025
+Added: Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1, filed on September 16, 2025
+Added: Form of Indemnification Agreement by and between the Company and its directors and officers, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1, filed on September 16, 2025
+Added: Underwriting Agreement dated April 10, 2026, between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein, incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on April 13, 2026
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following information from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets;
−Removed: (ii) Condensed Consolidated Statements of Operations;
−Removed: (iii) Condensed Consolidated Statement of Stockholders’ Equity;
−Removed: (iv) Condensed Consolidated Statements of Cash Flows;
−Removed: (v) notes to condensed consolidated financial statements.
+Added: The following materials are filed herewith:
+Added: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
2 unchanged sentences
ANGEL STUDIOS, INC.
−Removed: November 13, 2025
+Added: April 30, 2026
/s/ Neal Harmon
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 13, 2025
+Added: April 30, 2026
/s/ Scott Klossner
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.