UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~July~~March 222, ~~2025~~2026

Date of Report (Date of earliest event reported)

5&2 Studios, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-56519		82-3246222
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8291 Baucum Road

Midlothian, TX

76065

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 833-924-6736

(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 registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Series B Common Stock

(Title of Class)

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).

Emerging growth company x

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. ¨

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed in Amendment No. 1 to the ~~Current~~Preliminary ~~Report~~Proxy Statement on Schedule 14A (as amended, the “Proxy Statement”) and Amendment No. 1 to the Rule 13e-3 Transaction Statement on ~~Form~~Schedule 813E-K3 ~~filed~~(as byamended, the “Schedule 13E-3”), in each case, filed by 5&2 Studios, Inc. (the “Company”) with the Securities and Exchange Commission on(the ~~May~~“SEC”) ~~15,~~on ~~2024 and~~March ~~June 20~~3, ~~2024,~~2026 the Company entered into ana Vendor ~~Asset~~Advance ~~Purchase~~ Agreement (the “~~APA~~Vendor Advance Agreement”) with ~~the non-profit entity~~ Come and See Foundation, Inc. (“CAS”) on ~~May 13~~March 2, ~~2024.~~2026 ~~The~~in ~~APA~~order ~~provided~~to ~~for,~~finance ~~subject~~payments toin ~~certain~~lieu ~~terms~~of ~~and~~receiving ~~conditions,~~a fractional share as a result of the ~~entry~~proposed ~~into~~amendment ~~(i)~~to the Company’s acertificate ~~Production~~of ~~Services~~incorporation to change the number of issued and ~~Funding~~outstanding ~~Agreement~~shares of Series A common stock, par value $0.001 per share (the “~~PSFA”)~~Series ~~between~~A ~~CAS~~Common Stock”), and ~~The~~Series ~~Chosen~~B ~~Texas~~common stock, ~~LLC~~par value $0.001 per share (the “~~TCT”)~~Series B Common Stock” and, ~~(ii~~together with the Series A Common Stock, “Common Stock”) an, ~~Amended~~of ~~and~~the ~~Restated~~Company, ~~Distribution~~by ~~License~~effecting ~~and~~a ~~Marketing~~1-for-173,750 ~~Services~~reverse ~~Agreement~~stock split (the “~~DMA~~Reverse Stock Split”), ~~between~~as further described in the Proxy Statement. Pursuant to the Vendor Advance Agreement, CAS ~~and~~will advance certain payments to be made by CAS to the Company, ~~which~~in ~~agreements~~an aggregate amount of up to approximately $24.7 million under specified ~~were~~agreements ~~entered~~with ~~into~~the onCompany ~~June~~to ~~13,~~finance ~~2024~~the cash consideration payable in lieu of fractional shares in the Reverse Stock Split and to pay related transaction fees and expenses.

OnThe ~~July~~Vendor ~~22,~~Advance ~~2025,~~Agreement ~~(i)~~provides ~~Company~~for ~~and CAS entered into a Second Amendment to~~ the ~~DMA effective as of February 13, 2025 (the “DMA Second Amendment”), and (ii) TCT and CAS entered~~ ~~into~~below ~~a First Amendment to the PSFA effective as of February 13~~terms, ~~2025~~among ~~(the~~other ~~“PSFA First Amendment”).~~things:

~~DMA~~(i) ~~Second~~The ~~Amendment~~advance is expected to be fully provided in connection with the consummation of the Reverse Stock Split.

(ii) The ~~DMA~~advance ~~Second~~is ~~Amendment~~expected ~~provides~~to ~~for,~~bear ~~among~~interest ~~other things,~~at ~~(i)~~aper ~~CAS~~annum ~~granting~~rate ~~Company~~of ~~the~~approximately ~~Distribution~~7.25%, ~~Rights in~~ and to the ~~Project~~interest Crate ~~television~~will ~~series~~increase ~~(“Project~~by ~~C”),~~2% ~~comprised of~~if 3the ~~seasons,~~conditions ~~until~~to ~~June~~CAS’ ~~13,~~obligation ~~2034,~~to ~~(ii)~~pay ~~CAS~~the ~~retaining~~amounts ~~the~~under ~~CAS~~that ~~Reserved~~certain ~~Rights~~Asset inPurchase ~~and~~Agreement, todated ~~Project~~as C;of ~~and~~May ~~(iii)~~13, ~~Company~~2024, ~~paying~~by ~~each~~and ofbetween CAS and ~~TCT~~the ~~certain~~Company ~~percentages~~(the of“Asset ~~the~~Purchase ~~gross~~Agreement”), ~~receipts~~that ~~from~~are ~~Company’s~~to ~~exploitation~~be ofadvanced under the ~~Distribution~~Vendor ~~Rights~~Advance ~~for~~Agreement ~~Project~~are Cnot ~~pursuant to~~satisfied ~~the~~prior ~~terms~~to ofJuly ~~the~~31, ~~PSFA~~2027.

(iii) The ~~foregoing~~credit ~~summary~~facility ofwill ~~the~~be ~~DMA~~secured ~~Second~~by ~~Amendment does~~CAS’ ~~not~~rights ~~purport~~in tothe beCompany’s ~~complete~~rights in and isto ~~qualified~~certain inprogramming ~~its~~owned ~~entirety~~and controlled by ~~reference~~Company (the “Collateral Program”). The Company currently expects to satisfy the ~~full~~conditions ~~text~~to CAS’ obligation to pay the amounts under the Asset Purchase Agreement that are to be advanced under the Vendor Advance Agreement prior to July 31, 2027. Upon completion and delivery of ~~such~~Season ~~document~~7 of the the Company’s episodic television series “The Chosen,” ~~which~~the isadvance, ~~filed~~together aswith ~~Exhibit 10~~any interest accrued thereon, will be offset against the Season 7 payments due from CAS to the Company.1 If the Season 7 payments exceed the advance plus accrued interest, CAS must pay the balance to ~~this~~the ~~Current~~Company. ~~Report~~If onthe ~~Form~~advance ~~8-K~~plus accrued interest exceeds the Season 7 payments, ~~and~~the isCompany ~~incorporated~~must ~~herein~~repay bythe ~~reference~~shortfall to CAS upon demand.

~~PSFA~~(iv) ~~First~~The ~~Amendment~~obligation of CAS to fund the advance is subject to the approval of the Reverse Stock Split by a majority of the votes cast by the holders of shares of Common Stock other than those held by the company’s directors, executive officers, affiliates, and any other persons required to be treated as “affiliates” for purposes of Schedule 13E-3. The Vendor Advance Agreement also contains customary provisions regarding CAS’ expenses and indemnification.

The ~~PSFA~~foregoing ~~First~~summary ~~Amendment~~of ~~provides~~the ~~for,~~Vendor ~~among~~Advance ~~other~~Agreement ~~things,~~does ~~(i)~~not ~~CAS~~purport ~~engaging TCT~~ to ~~render~~be ~~all~~complete ~~development~~ and ~~production~~is ~~services~~qualified in ~~order~~its toentirety ~~fully~~by ~~deliver~~reference ~~three seasons of Project C, plus potential additional programming related~~ to ~~Project C; (ii) CAS providing~~ the ~~production~~full ~~costs~~text of such ~~episodes~~document, ofwhich ~~Project~~was C;filed ~~(iii)~~as ~~CAS~~Exhibit ~~owning all rights in and to Project C on a work-made-for-hire basis;~~ 99.(ivB) ~~CAS paying~~ to ~~TCT a market-rate production services fee based upon~~ the ~~agreed~~Schedule ~~budgeted amounts, for the actual development, production and post~~13E-~~production~~3 ~~services~~filed ~~for a season through and including complete delivery of such season of Project C; (v) Key Man being engaged~~ by ~~TCT~~the or Company aswith the ~~principal~~SEC ~~showrunner~~on ofMarch ~~such seasons of Project C~~3, to render creative writing and directing services on a first-priority basis and on an exclusive basis during principal photography of each episode of Project C pursuant to the Key Man Affiliation; and (vi) Company paying each of CAS and TCT certain percentages of the gross receipts from Company’s exploitation of the Distribution Rights for Project C2026.

The foregoing summary of the PSFA First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	~~Second~~Vendor ~~Amendment~~Advance ~~to Amended and Restated Distribution License and Marketing Services~~ Agreement, dated ~~February~~as 13of March 2, ~~2025~~2026, by and between 5&2 Studios, Inc. and Come and See Foundation, Inc. (incorporated by reference as Exhibit 99.(B) to the Company’s Schedule 13E-3 filed with the SEC on March 3, 2026).*
10.2	First Amendment to Production Services and Funding Agreement, dated February 13, 2025, by and between The Chosen Texas, LLC and Come and See Foundation, Inc.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* ~~Portions~~ Certain portions of this exhibit ~~are~~have been redacted ~~pursuant to Item 601(b)(10)(iv) of Regulation S-K~~. The Company agrees to furnish a copy of any redacted information and/or omitted schedules to the ~~U.S.~~SEC ~~Securities and Exchange Commission~~ upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 28, 2025	5&2 STUDIOS, INC.
Dated: March 6, 2026	5&2 STUDIOS, INC.
	By:	/s/ JD Larsen
	Name:	JD Larsen
	Title:	Chief Financial Officer

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