{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-25-003079","form_type":"8-K","ticker":null,"cik":"0001550222","company_name":"Arowana Media Holdings, Inc.","filed_at":"2025-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.724739+00:00","generated_at":"2026-05-22T22:42:19.625815+00:00","sec_items":["1.01","2.01","3.02","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Arowana Media acquires M Love Vintage Holdings; CEO Mark Newbauer resigns, replaced by Alfredo Papadakis","bullets":["Acquired 100% of M Love Vintage Holdings Inc. from The Now Corporation.","Issued 1M Convertible Series N Preferred shares (1M votes each); The Now Corp gets 65.7%, others 4.9% each.","Former CEO Mark Newbauer resigned (not due to disagreement); receives 4.9% preferred, subsidiaries free of liabilities, and $100k upon S-1 qualification.","Alfredo Papadakis appointed Chairman and CEO; Chris Villareale appointed President.","Securities issued under Section 4(a)(2)/506(b); no public solicitation."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-25-003079","json":"https://secwatch.observer/filing/0001683168-25-003079.json","markdown":"https://secwatch.observer/filing/0001683168-25-003079.md","text":"https://secwatch.observer/filing/0001683168-25-003079.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/0001683168-25-003079-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/arowana_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-22T22:42:19.625815+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":"0cf8712df6","claim":"Chris Villareale was appointed as President at Arowana Media Holdings, Inc..","evidence_excerpt":"Chris Villareale was appointed President.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/0001683168-25-003079-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"d00d408480","claim":"Alfredo Papadakis was appointed as Chairman of the Board and CEO at Arowana Media Holdings, Inc..","evidence_excerpt":"Alfredo Papadakis was appointed Chairman of the Board and CEO.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/0001683168-25-003079-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chairman of the Board and CEO"}],"fact_type":"executive_change"},{"claim_id":"d162ea4b74","claim":"Mark Newbauer resigned as Chief Executive Officer and Director at Arowana Media Holdings, Inc..","evidence_excerpt":"Mark Newbauer resigned from all roles, including Chief Executive Officer and Director. His resignation was not due to any disagreement.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/0001683168-25-003079-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer and Director"}],"fact_type":"executive_change"},{"claim_id":"74091fd76005e798743881510b4fe4eb521803c2","claim":"Arowana Media Holdings, Inc. completed an acquisition involving The Now Corporation for 1,000,000 Convertible Series N Preferred Shares (closed 2025-05-01).","evidence_excerpt":"pursuant to which the Company acquired 100% of the outstanding shares of M Love Vintage Holdings Inc., a Wyoming company (“M Love”). As consideration, the Company agreed to issue 1,000,000 Convertible Series N Preferred Shares carrying 1,000,000 votes per share and convertible into 1,000,000 shares of common stock. These shares are not subject to dilution, reverse","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1550222/000168316825003079/0001683168-25-003079-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"The Now Corporation"},{"label":"Consideration","value":"1,000,000 Convertible Series N Preferred Shares"},{"label":"Closing","value":"2025-05-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}