S-1: The Marquie Group Files for Resale of Up to 1.25 Billion Shares Under Equity Commitment Agreement

The Marquie Group, Inc. has filed a registration statement for the resale of up to 1,250,000,000 shares of its common stock by a selling stockholder under an equity commitment agreement.

Summary

• The Marquie Group, Inc. has filed a Form S-1 registration statement with the SEC to register the resale of up to 1,250,000,000 shares of its common stock.
• The shares are issuable to a selling stockholder, MacRab LLC, pursuant to an Equity Commitment Agreement entered into on September 27, 2024.
• The company will not receive any proceeds from the sale of these shares by the selling stockholder.
• The company may receive proceeds from the sale of securities pursuant to the Equity Commitment Agreement.
• The purchase price of the shares will be equal to 80% of the average of the two lowest volume weighted average prices of the company's common stock on OTC Pink during the five trading days immediately following the clearing date.
• The company cautions that the number of shares issued from the Equity Commitment Agreement may be substantially greater than the number of shares being registered due to a minimum purchase price of $0.0001.
• The selling stockholder may sell the shares from time to time in market transactions, negotiated transactions, or otherwise.
• Wilson Davis & Co., Inc. has been engaged as a broker-dealer in connection with the sale of the shares and will receive a commission of 4.5% of any sales, in addition to expense reimbursement and customary fees.
• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company expects to need approximately $1,000,000 in capital to continue as a going concern for the next twelve months from the date of this prospectus.
• The company intends to raise capital through sales of multi-media and entertainment related products and services, borrowings, and private placements of its common stock.
• An investment in the company's common stock is subject to many risks and will involve a high degree of risk, including dilution of existing stockholders' ownership interest.

Sentiment

Score: 3

Explanation: The document presents a mixed picture, with potential capital raising opportunities offset by concerns about the company's ability to continue as a going concern and the dilutive effect of the equity financing agreement. The overall sentiment is negative due to the going concern issue.

Positives

• The Equity Commitment Agreement provides a potential source of capital for the company.
• The company has engaged a broker-dealer to assist with the sale of shares.
• The company has a plan to raise capital through various means, including sales of products and services, borrowings, and private placements.

Negatives

• The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
• The company will not receive proceeds from the resale of shares by the selling stockholder.
• The shares issuable from the Equity Financing Agreement will dilute the ownership interest and voting power of existing stockholders.
• The market price of the company's common stock may fluctuate significantly.
• The company's common stock is subject to the penny stock rules of the SEC, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
• The company does not intend to pay any cash dividends on its common stock.

Risks

• The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
• The company may not be able to secure additional capital on reasonable terms.
• The company is highly dependent upon a few key contracts, the termination of which would have a material adverse effect on its business and financial condition.
• The company does not presently have a traditional credit facility with a financial institution.
• Non-performance of suppliers on their sale commitments and customers on their purchase commitments could disrupt the company's business.
• The company may acquire businesses and enter into joint ventures that will expose it to increased operating risks.
• The company faces intense competition and, if it is not able to effectively compete in its markets, its revenues may decrease.
• Current and future litigation could adversely affect the company.
• The company has limited the liability of its board of directors and management.
• If the selling shareholder sells a large number of shares all at once or in blocks, the market price of the company's shares would most likely decline.
• The sale of the company's common stock under a separate Equity Financing Agreement may cause dilution, and the sale of the shares of common stock, or the perception that such sales may occur, could cause the price of the company's common stock to fall.
• The market price of the company's common stock may fluctuate significantly.
• The company's common stock is subject to the penny stock rules of the SEC and the trading market in its securities is limited, which makes transactions in its stock cumbersome and may reduce the value of an investment in its stock.
• Because the company does not intend to pay any cash dividends on its common stock, its stockholders will not be able to receive a return on their shares unless they sell them.

Future Outlook

The company expects to need approximately $1,000,000 in capital to continue as a going concern for the next twelve months and intends to raise capital through sales of multi-media and entertainment related products and services, borrowings, and private placements of its common stock.

Industry Context

The document indicates that the company operates in the competitive health and beauty product industry and multi-media entertainment industry, facing competition from both large multinational corporations and smaller specialized firms.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• The document mentions Ulta Beauty (NASDAQ: ULTA) as a competitor in the beauty industry, but does not provide specific financial or operational comparisons.
• The document mentions that the company's costs of complying with SEC reporting rules are disproportionately high relative to other larger companies, but does not provide specific comparisons to comparable companies.

Related Party Transactions

• On March 4, 2016, the Board of Directors of Music of Your Life, Inc., a Florida corporation (the Company) issued all 200 previously authorized but unissued shares of Series A Preferred Stock (the Preferred Stock) to the Companys sole officer and director Marc Angell.
• On August 16, 2018, the Company entered into a Merger Agreement (the Merger Agreement) by and among the Company, and The Marquie Group, Inc., a Utah corporation ('TMG'), pursuant to which the Company merged with TMG.
• A majority of these shares, 50,000 shares of common stock of the Company were issued to Marc and Jacquie Angell, affiliates of the Company.
• On September 20, 2022, the Company entered into a Share Purchase Agreement (the SPA) to acquire 25% of the outstanding shares of SIMPLY WHIM, INC., a Wyoming corporation (hereafter, SIMPLY WHIM), in exchange for 666,666,668 shares of common stock (the SIMPLYWHIM Common Stock) of the Company and a promissory note in the face amount of Two Million dollars ($2,000,000).
• As a result of the Exchange, all of the SIMPLYWHIM Common Stock was issued to Jacquie Angell, the spouse of the Companys CEO Marc Angell.

Stakeholder Impact

• Shareholders will experience dilution of their ownership interest and voting power as a result of the issuance of shares under the Equity Commitment Agreement.
• The company's ability to continue as a going concern is uncertain, which could impact all stakeholders, including shareholders, employees, customers, and creditors.

Next Steps

• The company will continue to explore relationships with product manufacturers for the rights to sell their products directly.
• The company will continue to develop new and innovative products under the Whim brand.
• The company will continue to explore relationships with product manufacturers for the rights to sell their products directly, circumventing the traditional advertising agency approach, and by developing new and innovative products under the Whim brand.

Key Dates

Keywords

Equity Commitment Agreement, Resale, Common Stock, The Marquie Group, Registration Statement, Selling Stockholder, MacRab LLC, Dilution, Going Concern, Wilson Davis & Co., OTC Pink, Penny Stock