{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-061813","form_type":"8-K","ticker":null,"cik":"0001733443","company_name":"5&2 Studios, Inc.","filed_at":"2024-05-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.803178+00:00","generated_at":"2026-06-01T23:22:49.499023+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"The Chosen restructures IP ownership with CAS; cancels ~$157M debt, gets up to $85M milestones","bullets":["Asset Purchase Agreement cancels ~$145.5M existing debt plus $11.7M Bridge Note, totaling ~$157.2M.","Up to $85M milestone payments payable upon completion and delivery of seasons 5, 6, and 7.","Company transfers Commercial Rights to CAS and re-licenses them under new Distribution License and Marketing Services Agreement.","Bridge Note $11.7M at 7% interest, matures at closing/termination; Events of Default include failure to pay, cross-defaults.","Termination fee of ~$8.3M payable by Company if it terminates APA to pursue superior acquisition proposal."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-061813","json":"https://secwatch.observer/filing/0001104659-24-061813.json","markdown":"https://secwatch.observer/filing/0001104659-24-061813.md","text":"https://secwatch.observer/filing/0001104659-24-061813.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/0001104659-24-061813-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/tm2414412d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T23:22:49.499023+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a78f7ee023622ab3697c36ee5b6e15d8d0b684e4","claim":"5&2 Studios, Inc. incurred term loan of approximately $11.7 million with Come and See Foundation, Inc..","evidence_excerpt":"the Company issued a promissory note in favor of CAS, in the principal amount of approximately $11.7 million (the “Bridge Note”), in exchange for CAS’s making a short-term loan to the Company for such same amount.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/0001104659-24-061813-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"approximately $11.7 million"},{"label":"Counterparty","value":"Come and See Foundation, Inc."},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"0dc2a8968f409888e3213843efd3209888fe1925","claim":"5&2 Studios, Inc. entered into Asset Purchase Agreement with Come and See Foundation, Inc. valued at cancellation of all of the existing indebtedness owed by the Company to CAS, which includes approxim (effective 2024-05-13).","evidence_excerpt":"On May 13, 2024, The Chosen, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with the nonprofit corporation Come and See Foundation, Inc. (“CAS”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/0001104659-24-061813-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Come and See Foundation, Inc."},{"label":"Value","value":"cancellation of all of the existing indebtedness owed by the Company to CAS, which includes approxim"},{"label":"Effective","value":"2024-05-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}