---
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"
generated_at: "2026-06-01T23:22:49.499023+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# The Chosen restructures IP ownership with CAS; cancels ~$157M debt, gets up to $85M milestones

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-24-061813
- form_type: 8-K
- cik: 0001733443
- company_name: 5&2 Studios, Inc.
- filed_at: 2024-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-061813
- JSON: https://secwatch.observer/filing/0001104659-24-061813.json
- Plain text: https://secwatch.observer/filing/0001104659-24-061813.txt

## Key facts
- Debt Financings
  5&2 Studios, Inc. incurred term loan of approximately $11.7 million with Come and See Foundation, Inc..
  - Instrument: term loan
  - Principal: approximately $11.7 million
  - Counterparty: Come and See Foundation, Inc.
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/0001104659-24-061813-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Come and See Foundation, Inc.
  - Value: cancellation of all of the existing indebtedness owed by the Company to CAS, which includes approxim
  - Effective: 2024-05-13
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1733443/000110465924061813/0001104659-24-061813-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.