Crisp Momentum Inc. 8-K

What Happened

• Crisp Momentum Inc. announced it entered a Senior Advisor Agreement with Holiday House Productions, LLC (agreement dated October 28, 2025) to provide strategic content, production and distribution advice. The Board approved a warrant grant on January 16, 2026 to compensate the advisor for services, including prior work.

Key Details

• The advisor received a warrant to purchase shares equal to 10% of the company’s fully diluted share capital as of the grant date (as certified by an officer).
• Warrant terms: $0.0079135 exercise price per share, 10-year term from the January 16, 2026 grant date, vesting over 18 months with an initial portion vesting at grant for prior services.
• Vesting is conditioned on continued service; unvested portions are forfeited on termination, but vested portions remain exercisable for the remainder of the term. Vesting accelerates on certain change-in-control terminations (company terminates without cause or advisor resigns for good reason within 12 months).
• The issuance relied on exemptions from registration under the Securities Act (Section 4(a)(2) and/or Regulation D, Rule 506(b)).

Why It Matters

• Investors should note the potential dilution: a warrant covering 10% of fully diluted shares can materially increase share count if exercised. The low exercise price and long term make exercise more likely if the share price rises.
• The agreement gives Crisp Momentum strategic advisory support for content strategy and production, which the company cites as a business priority—this could affect future content assets and growth plans.
• The agreement terms (vesting, acceleration on change in control, and termination rights) define when and how the adviser can convert equity, important for understanding timing and conditions of dilution.