UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2024 (November 25, 2024)

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

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

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the Company 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 1.01 Entry into a Material Definitive Agreement

On November 25, 2024, Asset Entities Inc. (the "Company") entered into a Purchase Agreement (the "Agreement") with Jeff Blue ("Owner") regarding the literary work entitled "One Step Closer: From Xero to #1: Becoming Linkin Park" (the "Work"). Under the terms of the Agreement, the Company has acquired a 50% ownership interest in the film, TV, streaming, and other media adaptation rights to the Work. The Agreement stipulates several conditions precedent, including approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other documents for payment processing. In consideration of the rights granted, the Owner will receive a payment of $120,000 within five business days following the satisfaction of the conditions precedent. Additionally, the Owner will be paid $40,000 for creating a screenplay, with specific milestones for payment.

The Company is granted 50% ownership of the motion picture, sequel, remake, series, and other adaptation rights to the Work, while the Owner retains 100% of the proceeds from book sales and the right to create an A&R series or documentary based on the Linkin Park story. The Company may undertake development, pre-production, and production activities related to the Work, and the Owner will serve as a producer and provide consultation on key creative and development matters. The Owner will receive credit in the main titles of the production and in paid advertisements, and the Company will receive an Executive Producer credit on all adaptations. Both parties have made representations and warranties regarding their authority to enter into the Agreement and the ownership and rights to the Work.

The Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

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