false
0000924396
0000924396
2025-10-28
2025-10-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 28, 2025
Crisp
Momentum Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-24520 |
|
04-3021770 |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
250
Park Avenue, 7th
Floor
New York,
NY |
|
10177 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 351-9195
(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 (see General Instruction A.2. below):
| |
☐ |
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
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| N/A |
|
N/A |
|
N/A |
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
October 28, 2025, Crisp Momentum Inc. (the “Company”) entered into a Senior Advisor Agreement (the “Advisory Agreement”)
with Holiday House Productions, LLC (the “Advisor”) pursuant to which the Advisor has agreed to provide the Company with
strategic advisory services relating to content strategy, production, distribution, and other business matters. Under the Advisory Agreement,
the Advisor will, among other things, deliver foundational content strategy and guidance on IP acquisition and production partner selection;
provide strategic support for production teams and expansion of the Company’s content library; and advise on performance-based
content curation.
As
compensation for the services under the Advisory Agreement, the Advisor will receive a warrant (the “Warrant”) to purchase
shares equal to ten percent (10%) of the Company’s fully diluted share capital as of the grant date, as certified by an officer
of the Company.
On
January 16, 2026, the Board approved the grant date and issued the Warrant. Pursuant to the terms of the Advisory Agreement and the Warrant,
the Warrant will have an exercise price of $0.0079135 per share (or such higher amount as may be required to comply with applicable law)
and a term of ten (10) years from the grant date. The Warrant vests over an eighteen (18) month period, with a portion vesting on the
grant date for prior services and the remainder vesting in substantially equal monthly installments thereafter, subject to the Advisor’s
continuous provision of services through each vesting date. Upon termination of services, any unvested portion of the Warrant is forfeited
and any vested portion remains outstanding and exercisable for the remainder of its term. The Warrant is subject to customary equitable
adjustments for stock splits, reverse splits, stock dividends, recapitalizations and similar corporate actions, and does not provide
anti-dilution or price protection rights. If a change in control occurs while the Advisory Agreement is in effect and the Advisor’s
services are terminated by the Company without cause (or the Advisor resigns for good reason within twelve (12) months thereafter), vesting
of the Warrant will accelerate immediately prior to such termination with respect to the then-unvested portion of the Warrant that was
scheduled to vest during the remaining term of the Advisory Agreement.
The
Advisory Agreement has an initial term of eighteen (18) months and automatically renews for successive twelve (12) month periods unless
either party provides thirty (30) days’ written notice of non-renewal. The Company may terminate for convenience on fifteen (15)
days’ written notice, or for cause (which may be immediate or subject to a cure period depending on the nature of the breach).
The
foregoing descriptions of the Advisory Agreement and the Warrant do not purport to be complete and are qualified in their entirety by
reference to the full text of each agreement, which are filed as exhibits to this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 regarding the issuance of the Warrant is incorporated by reference into this Item 3.02. The issuance
was made in reliance on an exemption from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) and/or
Regulation D (Rule 506(b)), as a transaction not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
|
| 10.1 |
|
Senior Advisor Agreement, dated as of October 28, 2025, by and between Crisp Momentum Inc. and Holiday House Productions, LLC* |
| 10.2 |
|
Warrant to Purchase Common Stock of Crisp Momentum Inc dated as of January 16, 2026.* |
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.
SIGNATURE
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.
| |
Crisp
Momentum Inc. |
| |
|
| Dated:
January 27, 2026 |
By: |
/s/
Renger van den Heuvel |
| |
Name: |
Renger
van den Heuvel |
| |
Title: |
Chief
Executive Officer |
