Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
December 21, 2020, the Company acquired substantially all of the assets of The Film Detective, LLC (“TFD”), a leading
content distributor and streaming channel company focused on classic film and television programming. As part of the purchase
price for the TFD acquisition, the Company issued 2,504,592 shares of Common Stock pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).
In
an exchange with a holder of Second Lien Notes, on February 2, 2021, the Company issued 425,290 shares of Common Stock in exchange
for $500,000 principal amount of Second Lien Notes. The exchanged Second Lien Notes were immediately cancelled. The shares of
Common Stock were issued pursuant to Section 3(a)(9) of the Securities Act.
On
February 11, 2021, the Company acquired Screambox, constituting substantially all of the assets of Scream Entertainment, LLC (“Scream”),
a popular enthusiast streaming service targeting the highly lucrative horror genre. As part of the purchase price for the Scream
acquisition, the Company issued 593,534 shares of Common Stock pursuant to Section 4(a)(2) of the Securities Act.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
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