8-K: Authentic Holdings Acquires Goliath Motion Picture Promotions' Assets, Issues Series F Preferred Stock

Authentic Holdings, Inc. finalizes the acquisition of motion picture and television assets from Goliath Motion Picture Promotions, issuing Series F Preferred Stock in exchange for previously held Series D Preferred Stock.

Summary

• Authentic Holdings, Inc. has entered into a new Asset Purchase Agreement with Goliath Motion Picture Promotions to acquire full-length motion pictures and serial television shows.
• The agreement, signed and closed on April 29, 2025, involves the exchange of 100,000 shares of Series D Preferred Stock for 100,000 shares of newly established Series F Preferred Stock.
• The company plans to market its television shows and movie library on Over the Air and Streaming Platforms.
• Maybacks Global Entertainment, a subsidiary, will utilize the acquired assets to further its business plan, including Vast Tag ad-driven Rev-Share partnerships with Whale TV and LIME X.
• Maybacks expects to launch its Vast Tag ad programs with both entities in early May 2025.
• Maybacks is in final negotiations with HISENSE GROUP Ltd. for a Vast Tag ad partnership and is in the testing phase with another streaming industry player for content distribution.
• The Board of Directors created Series F Preferred Stock consisting of 100,000 shares, with a stated value of $110 per share.
• Series F Preferred Stock does not accrue dividends unless declared by the board and has limited voting rights.
• The Series F Preferred Stock is convertible into common stock after three years or immediately upon a change in control, subject to a beneficial ownership limitation.

Sentiment

Score: 7

Explanation: The document outlines a strategic acquisition that expands the company's content library and distribution capabilities. While there are inherent risks, the partnerships and potential for increased revenue generation contribute to a positive outlook.

Positives

• Acquisition of assets allows Authentic Holdings to expand its content library and distribution channels.
• Partnerships with Whale TV and LIME X provide access to a large audience for content monetization.
• Potential partnership with HISENSE GROUP Ltd. could further expand distribution reach.
• Conversion feature of Series F Preferred Stock could attract investors.

Negatives

• Series F Preferred Stock does not accrue dividends unless declared by the board, which may deter some investors.
• The beneficial ownership limitation of 9.99% on common stock conversion may restrict potential gains for larger investors.

Risks

• Failure to successfully integrate the acquired assets and execute the marketing plan.
• Inability to finalize partnerships with HISENSE GROUP Ltd. or other streaming platforms.
• Market conditions may impact the value of the common stock and the attractiveness of the Series F Preferred Stock conversion feature.
• The company cautions that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect the Company's view only as of the date of this report.

Future Outlook

The company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships. Maybacks expects to launch its Vast Tag ad programs with both Whale TV and LIME X in early May 2025.

Industry Context

The acquisition reflects a trend of content aggregation in the media industry, as companies seek to build libraries for streaming and over-the-air distribution. The focus on Vast Tag advertising aligns with the growing importance of data-driven monetization strategies in the digital media landscape.

Comparison to Industry Standards

• Comparable companies like Lionsgate and MGM have also focused on building extensive content libraries through acquisitions.
• Vast Tag advertising partnerships are similar to strategies employed by companies like Roku and Tubi, which leverage data to target advertising effectively.
• The Series F Preferred Stock structure is a common financing tool, but the specific terms (e.g., conversion price, dividend rights) need to be compared to similar offerings from other small-cap companies.

Corporate Governance

Stakeholder Impact

• Shareholders may benefit from the expanded content library and potential revenue growth.
• Employees at Maybacks Global Entertainment may have new opportunities related to content distribution and advertising partnerships.
• Customers may have access to a wider range of content through the company's distribution channels.

Next Steps

• Maybacks expects to launch its Vast Tag ad programs with both Whale TV and LIME X in early May 2025.
• Finalize negotiations with HISENSE GROUP Ltd. for a Vast Tag ad partnership.
• Continue procedures and testing phase with another streaming industry player for content distribution.

Key Dates

Keywords

Asset Acquisition, Series F Preferred Stock, Motion Pictures, Television Shows, Streaming Platforms, Maybacks Global Entertainment, Vast Tag Advertising, Whale TV, LIME X, HISENSE GROUP Ltd.