Carolco Pictures, Inc. (OTCMKTS:CRCO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July 12, 2017, Carolco Pictures, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Big Ben Venture Partners Ltd. (“Big Ben”). to the terms of the Agreement, Big Ben agreed to assist with the listing of a yet-to-be formed Swedish publicly traded subsidiary (the “Subsidiary”) on the Nordic Growth Market NGM AB, MIC Code XNGM, a regulated Swedish stock exchange (the “Listing”). Big Ben will provide bridge funding for the formation of the Subsidiary and assist with a reverse merger (the “into a clean shell company (or other suitable entity). In exchange for its services, the Company agreed to pay SEK 475,000 (approximately $57,000), of which SEK 275,000 (approximately $33,000) will be paid as a retainer upon execution of the Agreement.
Big Ben agrees to prepare a common stock public accession memorandum, as required by the Swedish stock exchange. Once the memorandum is compliant and approved, the Subsidiary may raise capital up to 2,500,000 Euros (approximately $2,875,000) and list the Subsidiary. Big Ben also agrees to provide public image consulting, including in regard to the website, investor relations page and press releases, legal advice, post-introductory public offering advice and support and compliance advice. In addition, Big Ben will assist with raising capital via a limited private offering prior to approval of an offering memorandum, with a goal of raising capital prior to the public offering, and will introduce the Company to institutional investment contacts in order to assist with capital raising.
As compensation for closing an equity transaction with an introduced party, Big Ben will be entitled to a success fee, payable in cash as funds are raised, directly or indirectly, by Big Ben, or otherwise agreed upon. The success fee will be as set forth below:
|●||10.0% of the first SEK 3,000,000 (approximately $360,000)|
|●||8.0% of the following SEK 7,000,000 (approximately $840,000)|
|●||7.5% of the following SEK 30,000,000 (approximately $3,600,000)|
|●||6.0% of the following amount raised.|
Big Ben also offers the Subsidiary a dual listing opportunity with OTC Pink or OTCQX International.
About Carolco Pictures, Inc. (OTCMKTS:CRCO)
Carolco Pictures, Inc. is a feature film and television specials production company. The Company is engaged in the sale of programming for television and other media. The Company seeks to finance, produce and distribute one or more television series and feature films to be licensed for exploitation in domestic and international theatrical, television, cable, home video and pay per view markets. The Company, through its subsidiary, High Five Entertainment, specializes in the development and presentation of television programming, including series, specials, pilots, live events and award shows.