M&A - SRM Entertainment, Inc.
Form Type: PRE 14C
Filing Date: 2025-07-07
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225018045
Filing Summary: SRM Entertainment, Inc. announced significant corporate actions approved via a Majority Written Consent executed on June 15, 2025. The actions include a possible change in control due to the issuance of more than 20% of the company's common stock to an institutional investor at a price below the Minimum Price defined by Nasdaq rules. This issuance relates to a $100 million private investment in public equity (PIPE Offering), where 100,000 shares of Series B Convertible Preferred Stock were issued, convertible into 200 million shares of common stock, along with warrants to acquire up to 220 million shares. Additionally, an amendment to the Articles of Incorporation was approved to increase the total number of authorized shares of common stock from 100 million to 1 billion. The Board deemed it unnecessary to hold a special meeting for stockholders due to the already achieved majority consent. The transaction could lead to significant shareholder dilution but is seen as beneficial for raising capital and enhancing shareholder value in the long term. The information statement will be mailed to stockholders around July 18, 2025, and no dissenters' rights are granted concerning the approved actions.
Additional details:
Date Of Record: 2025-06-15
Total Common Shares Outstanding: 17833610
Series A Preferred Shares Outstanding: 5000
Voting Power: 26762181
Consenting Stockholders Votes: 16071774
Percentage Of Votes: 60.05
Amendment Authorization: 1000000000
Shares After Conversion: 420000000
Form Type: 10-K
Filing Date: 2025-03-31
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225001862
Filing Summary: SRM Entertainment, Inc. completed the acquisition of SRM Entertainment Limited on August 14, 2023, which has been accounted for as a Reverse Acquisition. Following this acquisition, SRM Entertainment, Inc. is positioned as a toy and souvenir designer and developer, engaging significantly in pop culture products. The company established itself by leveraging its relationships with content providers, retailers, and consumers to create unique products reflecting fans' affinity for various cultural elements. The company experienced substantial growth and aims to maintain compliance with Nasdaq listing requirements amid ongoing financial developments, including past direct offers and compliance efforts regarding stock price compliance.
Additional details:
Business Overview: SRM Entertainment, Inc. is a designer and developer of toys and souvenirs, primarily targeting theme parks and entertainment venues, with an emphasis on pop culture.
Acquisition Date: 2023-08-14
Entity Acquired: SRM Entertainment Limited
Percentage Owned By Safety Shot: 13.6
Compliance Period: 180
Minimum Bid Requirement Date: 2025-04-21
Secured Note Amount: 1500000
Secured Note Interest Rate: 8
Secured Note Maturity Date: 2025-09-03
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