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  4. [8-K] Rivulet Entertainment, Inc. Reports Material Event

Rivulet Entertainment (RIVF) swaps $3.5M cash price for stock, prefs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rivulet Entertainment, Inc. entered into an addendum to its March 1, 2024 Asset Purchase Agreement with Rivulet Media, Inc. The change replaces a $3,500,000 cash purchase price with equity consideration.

Under the revised terms, Rivulet Media will receive 12,900,000 restricted shares of common stock and 1,000,000 shares of Series C Preferred stock of Rivulet Entertainment instead of the original cash amount. All other terms of the Purchase Agreement remain in effect.

Positive

  • None.

Negative

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
false 0001342936 0001342936 2026-02-12 2026-02-12 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): February 12, 2026

 

Rivulet Entertainment, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-1342936   98-0511932

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

7659 E. Wood Drive, Scottsdale, AZ 85260

(Address of Principal Executive Offices) (Zip Code)

 

(480) 704-4183

(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 obligation 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 Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   RIVF   OTCID

 

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 ☒

 

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. ☐

 

 

 

 

 

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 12, 2026 Rivulet Entertainment, Inc., (f/k/a Advanced Voice Recognition Systems, Inc.) a Nevada corporation (“the Company”), and Rivulet Media, Inc., a Delaware corporation (Rivulet), collectively the Parties, entered into an addendum that amended the Asset Purchase Agreement (the “Purchase Agreement”), dated March 1, 2024 to reduce the cash portion of the purchase price from $3,500,000 to 12,900,000 restricted shares of common stock and 1,000,000 shares of Series C Preferred shares of the Buyer in lieu of the above stated cash amount of $3,500,000.

 

All other terms and conditions of the Purchase Agreement shall remain in full force and effect.

 

Item 9.01 Financial Statements and Exhibits

 

Number   Title
     
Exhibit 10.10   Addendum to the Asset Purchase Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

Dated: February 18, 2026

 

Rivulet Entertainment, Inc.  
     
By: /s/ Walter Geldenhuys  
Name: Walter Geldenhuys  
Title: President, Chief Executive Officer  

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Rivulet Entertainment (RIVF) change in its asset purchase agreement?

Rivulet Entertainment amended its Asset Purchase Agreement with Rivulet Media to change the purchase price. Instead of paying $3,500,000 in cash, the buyer will now pay with 12,900,000 restricted common shares and 1,000,000 Series C Preferred shares.

Who are the parties to Rivulet Entertainment (RIVF)'s amended agreement?

The amended agreement is between Rivulet Entertainment, Inc. (formerly Advanced Voice Recognition Systems, Inc.), a Nevada corporation, and Rivulet Media, Inc., a Delaware corporation. These entities are collectively referred to as the Parties in the Asset Purchase Agreement addendum.

How is the new purchase price structured in the RIVF transaction?

The new purchase price consists entirely of equity in Rivulet Entertainment. Rivulet Media will receive 12,900,000 restricted shares of common stock and 1,000,000 shares of Series C Preferred stock, replacing the original $3,500,000 cash payment obligation.

Does the Rivulet Entertainment (RIVF) addendum change other terms of the deal?

The addendum only changes the form of consideration in the Asset Purchase Agreement. It replaces the $3,500,000 cash payment with restricted common and Series C Preferred shares. The filing states that all other terms and conditions remain in full force and effect.

When was the amended Asset Purchase Agreement for Rivulet Entertainment (RIVF) signed?

The addendum to the Asset Purchase Agreement was entered into on February 12, 2026. The original Purchase Agreement between Rivulet Entertainment and Rivulet Media was dated March 1, 2024, and the addendum specifically modifies the purchase price provision.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents