UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~August~~September 115, 2025

Angel Studios, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-56642	46-5217451
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

295 W Center St. Provo, UT 84601
(Address of principal executive offices)

(760) 933-8437
(Registrant’s telephone number, including area code)

None.
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0107. ~~Entry~~Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Note~~Special ~~Purchase Agreements~~Meeting

On ~~August~~September 115, 2025, Angel Studios, Inc., a Delaware corporation (~~the~~ “~~Company~~Angel Studios”), ~~entered~~convened ~~into two separate Note Purchase Agreements (each,~~ a ~~“Note~~special ~~Purchase~~meeting ~~Agreement” and~~of ~~collectively,~~stockholders (the “~~Note Purchase Agreements~~Special Meeting”) ~~with~~for ~~two~~the ~~separate~~purposes ~~investors~~of ~~(each,~~considering ~~an “Investor”~~ and ~~collectively,~~voting upon the ~~“Investors”)~~following proposals, ~~pursuant~~each toof which ~~the~~is ~~Company~~described ~~agreed~~in tofurther ~~issue and sell to each Investor a Subordinated~~detail ~~Convertible~~in ~~Promissory Note (each, a “Convertible Note” and collectively,~~ the ~~“Convertible~~definitive ~~Notes”) for~~joint anproxy ~~aggregate~~statement/prospectus ~~principal~~filed ~~amount~~by ofAngel ~~$7,000,000~~Studios ~~between~~with the ~~two~~U.S. ~~Convertible~~Securities ~~Notes~~and Exchange Commission (the “~~Debt Financing~~SEC”)~~. The Debt~~ ~~Financing~~on ~~closed~~August ~~simultaneously~~4, ~~with~~2025, ~~the~~as ~~execution~~amended ofor ~~the~~supplemented ~~Note~~from ~~Purchase~~time ~~Agreement.~~to time:

~~Each~~Proposal ~~Note~~No. ~~Purchase~~1: ~~Agreement~~The ~~includes customary~~Business ~~representations,~~Combination ~~warranties,~~Proposal ~~agreements~~- bya ~~the~~proposal ~~Company and the Investor, conditions~~ to ~~closing~~approve and ~~termination~~adopt ~~provisions. Upon or prior to~~ the ~~Merger~~Agreement ~~(as~~and ~~such~~Plan ~~term~~of isMerger, ~~defined~~dated inas ~~the~~of ~~Note~~September ~~Purchase~~11, ~~Agreements)~~2024, ~~the~~by ~~Investors~~and ~~will become a party to the Registration~~among ~~Rights~~Southport ~~Agreement~~Acquisition ~~(as~~Corporation, ~~such~~a ~~term~~Delaware iscorporation ~~defined in the Note Purchase Agreements~~(“Southport”)~~. However~~, ~~if the~~ Sigma Merger ~~has~~Sub, ~~not~~Inc., ~~been~~a ~~consummated~~Delaware oncorporation orand ~~before October~~Angel ~~31 2025~~Studios, ~~the~~as ~~Company~~amended ~~will~~by ~~enter~~Amendment ~~into~~No. ~~separate~~1, ~~registration~~dated ~~rights~~as ~~agreements~~of ~~with~~February ~~the Investors that provide for customary terms~~14, ~~including~~ as2025 ~~to indemnification~~(such proposal, ~~contribution~~the ~~and~~“Business ~~information~~Combination ~~rights~~Proposal”); ~~afforded to other major investors of the Company.~~ and

~~Convertible~~Proposal ~~Notes~~No. 2: The Adjournment Proposal - a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Business Combination Proposal at the Special Meeting (such proposal, the “Adjournment Proposal”).

~~Each~~Holders ~~Convertible~~of ~~Note~~10,772,182 ~~bears~~shares of anAngel ~~interest~~Studios’ ~~rate~~Class ~~of 16.00%~~A ~~per~~Common ~~annum~~Stock, ~~compounded monthly~~1,250,021 ~~and~~shares ~~computed~~of onAngel ~~the~~Studios’ ~~basis~~Class ofB ~~the~~Common ~~actual~~Stock, ~~number~~3,036,175 shares of ~~days~~the ~~elapsed~~Class C Common Stock and a9,525,962 ~~year~~shares of ~~360~~Angel ~~days. All unpaid~~Studios’ ~~principal,~~Class ~~together~~F ~~with~~Common ~~any~~Stock, ~~then~~in ~~unpaid~~each ~~and~~case, ~~accrued~~held ~~interest~~of ~~and~~record ~~other~~as ~~amounts~~of ~~payable~~August ~~under~~1, 2025 (the ~~Convertible~~“Record ~~Notes~~Date”), ~~shall~~were bepresent ~~due and~~in ~~payable~~person onor ~~the~~by ~~earlier~~proxy ofat ~~(i)~~the ~~December~~Special 31Meeting, ~~2025~~representing (approximately 95.704% of the voting ~~“Maturity~~power ~~Date”)~~of orAngel ~~(ii)~~Studios’ ~~when~~Class A Common Stock, ~~upon~~approximately or40.901% ~~after~~of the ~~occurrence~~voting power of Angel Studios’ Class B Common Stock, approximately 66.595% of anthe ~~Event~~voting power of ~~Default~~Angel ~~(as~~Studios’ ~~such~~Class ~~term~~C isCommon ~~defined~~Stock inand approximately 96.884% of the ~~Convertible~~voting power ~~Note),~~of ~~such~~Angel ~~amounts~~Studios’ ~~are~~Class ~~declared~~F ~~due~~Common Stock, and ~~payable~~85.876% byof the ~~Investor~~shares orof Angel Studios’ Common Stock outstanding, in each ~~made~~case, ~~automatically~~as ~~due~~of the Record Date, and ~~payable~~constituting ina ~~accordance~~quorum ~~with~~for the ~~terms~~transaction ~~thereof~~of business.

~~Prior~~A tosummary ~~the Maturity Date, each Convertible Note provides for automatic conversion into a number~~ of ~~shares of~~ the ~~Company’s~~voting ~~Class C Common Stock that is equal to (i) the total outstanding~~results ~~principal~~at ~~amount of~~ the ~~Convertible~~Special ~~Note,~~Meeting ~~together with all accrued and unpaid interest and any other amount payable under the Convertible Note minus any applicable tax withholding amount the Company~~ is ~~required~~set toforth ~~pay to a governmental authority in connection with the conversion, divided by (ii) the conversion price of $39~~below.00 ~~per~~Each ~~share (subject to adjustment for stock splits, dividends, recapitalizations or similar events) (the “Conversion Price”), which conversion shall take place immediately prior to the closing~~ of the ~~Merger or~~proposals ~~other~~voted ~~event resulting in the Company's common stock being directly or indirectly listed, or converted into or exchanged for equity securities listed,~~ on aat ~~national securities exchange. The automatic conversion upon~~ the ~~closing~~Special ofMeeting ~~the~~was ~~Merger is subject to the consent of Southport Acquisition Corporation and any other applicable party to the Investors’ joinder to the Registration Rights Agreement~~approved. ~~All necessary parties to date have consented.~~

~~Each Investor also has the right to, at any time~~Proposal ~~when~~No. ~~the~~1: ~~Convertible~~The ~~Note~~Business ~~remains~~Combination outstanding, including after the Maturity Date, voluntarily convert all or any portion of the outstanding principal and accrued interest, into a number of shares of the Company’s Class C Common Stock that is equal to (i) the total amount of principal, accrued and unpaid interest, or other amounts payable under the Convertible Note, which the Investor elects to convert, divided by (ii) the Conversion Price. Proposal

~~Each Convertible Note and the securities issuable~~The ~~upon~~voting ~~conversion~~results ~~thereof~~for ~~have not been registered under~~ the ~~Securities~~Business ~~Act~~Combination ofProposal ~~1933,~~were as amended (the “Securities Act”) and may not be sold, offered for sale, pledged, or hypothecated in the absence of an effective registration statement or an opinion of counsel satisfactory to the Company that such registration is not required.follows:

The form of the Note Purchase Agreements and the Convertible Notes are each filed as Exhibits 4.1, and 10.1, respectively, to this Current Report, and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of the Note Purchase Agreements and Convertible Notes, the terms of which are incorporated by reference herein.

VOTES FOR

VOTES AGAINST

VOTES ABSTAIN

171,940,607

1,065,027

272,416

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

SHARES FOR	SHARES AGAINST	SHARES ABSTAIN
24,549,107	27,849	7,384

~~The information set forth~~Proposal ~~above in Item 1~~No.01 ~~of this Current Report is hereby incorporated by reference into this Item~~ 2~~.03~~: ~~with~~The ~~respect~~Adjournment ~~to the Note Purchase Agreements and the Convertible Notes.~~Proposal

~~Item~~The voting ~~3.02~~results ~~Unregistered~~for ~~Sales~~the ofAdjournment ~~Equity~~Proposal ~~Securities~~were as follows:

The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. The Convertible Notes and the securities of the Company that may be issued in connection with the Debt Financing will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent an effective registration statement under the Securities Act or pursuant to an exemption therefrom.

SHARES FOR	SHARES AGAINST	SHARES ABSTAIN
24,510,915	45,166	28,259

Item 37.0301 ~~Material~~Regulation ~~Modifications~~FD ~~to Rights of Security Holders~~Disclosure.

~~The~~Following the ~~disclosure~~completion ~~set~~of ~~forth~~the ~~above~~business incombination ~~Item~~between ~~1.01 of~~Southport ~~this~~and ~~Current~~Angel ~~Report~~Studios, isthe ~~hereby~~combined ~~incorporated~~company byis ~~reference~~expected ~~into~~to ~~this~~operate ~~Item~~as 3“Angel Studios, Inc.03”, toand ~~the~~shares ~~extent~~of ~~applicable~~its ~~and~~common instock soare ~~far~~expected asto ~~the~~begin ~~Convertible Notes~~trading ~~include~~the ~~restrictions~~morning onof ~~prepayment~~September ~~and~~11, ~~subordination~~2025 toon ~~specified~~the ~~senior~~New ~~indebtedness,~~York asStock Exchange ~~well~~under asthe ~~limitations~~ticker onsymbol ~~transfer and conversion rights~~“ANGX. ”

~~Item~~Cautionary ~~9.01~~Statement ~~Financial~~Regarding Forward-Looking Statements ~~and Exhibits~~

~~(d)~~This communication ~~Exhibits~~may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Angel Studios and Southport. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Southport’s and Angel Studios’ annual reports on Form 10-K, respectively, and quarterly reports on Form 10-Q, the Registration Statement filed on Form S-4 in connection with the transaction, including those under “Risk Factors” therein, and other documents filed by Southport and Angel Studios from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Angel Studios and Southport assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Angel Studios nor Southport gives any assurance that either Angel Studios or Southport, or the combined company, will achieve its expectations.

Exhibit No.		Description
4.1*		Form of Subordinated Convertible Promissory Note.
10.1*		Form of Note Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

*Pursuant ~~Filed~~to ~~herewith~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	ANGEL STUDIOS, INC.

Date: September 5, 2025	By:	/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANGEL STUDIOS, INC.
Date: August 15, 2025	By:	/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer

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