Angel Studios (NYSE: ANGX) prices $30M public stock offering
Rhea-AI Filing Summary
Angel Studios, Inc. entered into an underwriting agreement for an underwritten public offering of 14,300,000 shares of its Class A common stock at $2.10 per share, generating expected gross proceeds of about $30 million and net proceeds of about $28 million after underwriting discounts and expenses.
The company granted underwriters a 30-day option to purchase up to an additional 2,145,000 shares and expects the offering to close on or about April 13, 2026, subject to customary conditions. Angel Studios plans to use the cash raised for general corporate purposes, including capital expenditures and working capital.
Positive
- None.
Negative
- None.
Insights
Angel Studios launches a $30M primary equity raise under its shelf.
Angel Studios is conducting an underwritten public offering of 14,300,000 Class A shares at $2.10 per share, for expected gross proceeds of about $30 million and net proceeds of about $28.0 million. This is a primary issuance, so the company receives the cash.
The deal includes a 30-day option for underwriters to buy up to 2,145,000 additional shares at the same price, which could modestly increase proceeds if exercised. The offering is made off an effective Form S-3 shelf and is expected to close around April 13, 2026, subject to customary conditions.
The company plans to use proceeds for general corporate purposes, such as working capital and capital expenditures, which can support operations and growth initiatives. Any ownership dilution for existing shareholders will depend on the final number of shares issued, including potential exercise of the underwriters’ option.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
underwritten public offering financial
shelf registration statement regulatory
gross proceeds financial
general corporate purposes financial
forward-looking statements regulatory
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 Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | ||||
| ( | ||||
| (Registrant’s telephone number, including area code) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant 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 |
Name of each
exchange on which |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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. |
On April 10, 2026, Angel Studios, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and Roth Capital Partners, LLC, as the representative of the several underwriters listed on Schedule I thereto (the “Underwriters”), for the issuance and sale by the Company of 14,300,000 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”) at a price to the public of $2.10 per share (the “Offering”). The Company expects to receive net proceeds from the Offering of approximately $28.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional 2,145,000 shares of Common Stock.
The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. The Underwriting Agreement also provides for customary indemnification by the Underwriters of the Company, its directors and certain of its officers, and by the Company of the Underwriters and certain affiliated entities of the Underwriters, for certain liabilities, and affords certain rights of contribution with respect thereto. The Offering is expected to close on or about April 13, 2026, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-291514), which has been filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement.
A copy of the legal opinion and consent of Mayer Brown LLP relating to the validity of the issuance and sale of the Common Stock is attached as Exhibit 5.1 hereto and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On April 10, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated April 10, 2026, between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein. | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release Announcing the Pricing of the Offering, dated April 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ANGEL STUDIOS, INC. | |||
| Date: April 10, 2026 | By: | /s/ Scott Klossner | |
| Name: | Scott Klossner | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Contact: Press@angel.com
FOR IMMEDIATE RELEASE
April 10, 2026
ANGEL ANNOUNCES PRICING OF $30 MILLION PUBLIC OFFERING OF COMMON STOCK
PROVO, Utah – Angel Studios, Inc. (NYSE: ANGX) (the “Company”), a media and technology company successfully pioneering a first-of-its-kind audience-driven studio model, today announced that it priced its underwritten public offering of 14,300,000 shares of its Class A common stock (the “Common Stock”) at a public offering price of $2.10 per share, for total expected gross proceeds of approximately $30 million, before deducting underwriting discounts and commissions and offering expenses. The Company granted the underwriters a 30-day option to purchase up to an additional 2,145,000 shares of its Common Stock at the public offering price, less the underwriting discounts and commissions. The offering is subject to customary closing conditions and is expected to close on April 13, 2026.
Roth Capital Partners is acting as the sole book-running manager for the offering. Maxim Group LLC and Texas Capital Securities are acting as co-lead managers for the offering. Lake Street Capital Markets, LLC is acting as financial advisor to the Company for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-291514), which was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December 4, 2025. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by email at rothecm@roth.com.
The Company plans to use the net proceeds it receives from the offering for general corporate purposes, which may include, among other things, capital expenditures and working capital.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Angel
Angel (NYSE: ANGX) is a media and technology company successfully pioneering a first-of-its-kind audience-driven studio model. Founded by brothers who struggled to find films they could watch with their children, Angel was built on the belief that there was a global audience hungry for values-driven storytelling that amplifies light, celebrates hope, and inspires the moral imagination of viewers. That audience became the Angel Guild, a rapidly growing community of more than 2 million paying members who watch, screen, and vote on which films and television series get produced and distributed in theaters and on the Angel app. With 100 films and more than 30 television series on the platform, Angel has achieved the highest audience satisfaction scores in the industry and the highest average domestic box office per title among all independent studios. It has done so while evolving a new economic model that shares profits more fully with filmmakers.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements about the Company’s expectations regarding the completion of its public offering and the anticipated use of proceeds therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, including, but not limited to, general economic and market conditions. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company gives no assurance that it will achieve its expectations.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260409379288/en/Angel-Announces-Pricing-of-%2430-Million-Public-Offering-of-Common-Stock
Contacts:
David Shane
Angel
Corporate Communications
Press@angel.com
Luk Janssens
Angel
Investor Relations
InvestorRelations@angel.com