Invest in Fade to Black: Feature film currently in post-production targeting major festivals in 2025

1

Funding in the Picture involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. In addition to the other information contained in the Agreement, prospective funders should carefully consider the following risk factors before providing funds for the Picture.

2

Our future success depends on the efforts of a small management team The loss of services of the members of the management team may have an adverse effect on the Company and production of the Picture. There can be no assurance that we will be successful in attracting and retaining other personnel we may require to successfully grow the Company and produce the Picture.

3

The Company presently has limited operating capital for the Picture and is dependent upon investment in the Company to conduct business as intended. There is a risk that the capital necessary to product the Picture and conduct business will fall short of the desired amount.

4

There are significant risks involved in the development, financing, production, and exploitation of a motion picture, and the motion picture business is highly competitive. Success is largely dependent on public taste, which is both unpredictable and subject to change. Accordingly, the commercial potential of the Picture cannot be accurately predicted. Furthermore, many motion pictures do not recover their development, production and exploitation costs, and may never show a profit. There can be no assurance that Investor will receive a return on all or even a portion of the Payout amount in the Picture.

5

Risks of Development and Production. The Investment Amount will be subject to the risks inherent in the development and production of all motion pictures. These include, without limitation, difficulties in securing full production funding, delays in the completion of production and unforeseen circumstances causing increases in production costs which may exceed the initial budget of the Picture and which may be beyond the financial means of Company. There are various factors outside of the control of the Company that could force the Picture to be shut down and/or abandoned with no possibility of reimbursement to the Picture's funders, including, without limitation, the death, disability, illness or default of the director and/or other key talent and crew, investors of the Picture, natural disasters, labor disputes, strikes, or other force majeure events.

6

No Signed Distribution Agreement. The gross revenue derived from any motion picture is dependent upon, among other things, the availability of distribution entities capable of obtaining suitable outlets for the motion picture in theaters and in other media and selecting proper release dates, appropriate advertising and promotion for the motion picture. Company has not presently entered into any written agreements for the distribution of the Picture, and Investor may not have any approval over or opportunity to participate in negotiations in connection with such agreements.

The negotiation of distribution agreements, which will determine and reduce the amount of receipts the Company, and in turn Investor, might derive from exploitation of the Picture, is not likely to occur prior to the completion of the Picture. Moreover, even if the Picture is distributed, there is no assurance that such distribution will be profitable with respect to Company.

The fact that any distributor derives revenue from its distribution of the Picture will not, in turn, assure that Company or Investor will also derive revenue. This is due, in large part, to the fact that the costs of marketing the Picture (prints, advertisements, etc.) will have to be advanced by any eventual distributor. Before Company receives any payment, the distributor will be entitled to recover these marketing costs as well as deduct its distribution fees (which could be as high as 50% of net revenues).

Further, any revenues Company does derive from the Picture will be based to a large extent on accountings rendered to the Company by distributors and other third party licensees. There is no assurance that these accountings will be correct, or that they will be rendered in a timely fashion. Neither Company nor Investor will have any control over the preparation of these accountings. Although Company will normally have the right to audit the books and records upon which these accountings are based, the number of audits that Company will be permitted to conduct in a given period likely will be limited, the cost of an audit may only be justified in limited circumstances, and Investor may not have the authority to cause Company to conduct such an audit.

Also, revenue derived from distribution of the Picture in foreign territories, if any, may be subject to currency controls or other restrictions which may temporarily or permanently prevent the inclusion of such receipts in the gross receipts of the Picture. Distribution and exhibition of the Picture may continue for years before any profits are paid to Company, if ever. Company is unable to guarantee to Investor the timing or amount of receipts, if any, to be derived from exploitation of the Picture.

7

We rely on the efforts of management who are not able to dedicate their full time to the Company. Paul Scanlan and Jeff Annison are part-time officers who also act as the management for Legion M, and other projects in production, pre-production, or planning stages for Legion M. As such, their time is split between different efforts. If they are unable to dedicate sufficient time to the Company, the financial results of the Company may be harmed.

8

Motion picture production involves a number of significant risks that could delay or prevent completion of the Picture. There are significant risks involved in the production of any motion picture, many of which may materially delay completion of The Picture or make completion impossible. If The Picture is not completed, no revenues will be derived from The Picture. Such risks include, but are not limited to, production costs exceeding available funds, labor disputes, strikes, death, illness or disability of key talent or other key personnel, equipment difficulties, destruction of completed film negatives or unanticipated adverse weather conditions. The occurrence of any such event may cause delays and increase production costs and may have a material adverse effect upon the Investment. These or similar events are beyond the control of Company. To the extent that contributions to the capital of Company are insufficient to cover all production costs of The Picture, all such contributions may be lost.

9

Investors in this offering will be purchasing a right to receive a pro rata distribution of the Net Picture Revenue generated by The Picture, which is a highly risky investment and may result in the total loss of the investment. The company will finance, produce and exploit The Picture and the ancillary rights therein held by the company, (i) in such ventures the risk of loss is high in comparison with the prospects for any profit, and that therefore investment in The Picture is suitable only for those investors who do not require liquidity in their investment; (ii) the production of The Picture by the company is an entirely new and speculative venture and it is impossible to project or predict whether the investment will result in a gain or loss to the investors, and therefore ANY POTENTIAL INVESTOR PARTY TO THE AGREEMENT SHOULD NOT INVEST IN THE PICTURE UNLESS SUCH PARTY IS PREPARED FOR THE POSSIBILITY OF TOTAL LOSS OF THE INVESTMENT; (iii) the success of a film in theatrical distribution, television, home video and other ancillary markets is dependent upon public taste which is unpredictable and susceptible to change; (iv) the success of a film may also be significantly affected by the number and popularity of other films being distributed, therefore, the success of a motion picture is impossible to predict and absolutely no assumptions should be made respecting the ultimate economic results which may be realized by The Picture.

10

This investment is speculative due to the nature of the film and entertainment industry. The business of the production and exploitation of motion pictures is highly speculative and has historically involved substantial risks. The costs to produce a motion picture are often miscalculated and may be increased by factors beyond the control of its producer, resulting in inability to complete production which would result in abandonment of the project and a total loss of all funds provided therefore. The ultimate profitability of any motion picture depends upon its audience appeal in relation to its cost of production and distribution. Audience appeal, in turn, depends upon unpredictable critical reviews and changeable public taste, among other things, which cannot be readily ascertained in advance. Based upon available information, a majority of completed motion pictures fail to generate sufficient revenues to recover their cost of production and distribution. Accordingly, there can be no assurance that Company will exploit The Picture so as to enable Company to recoup all or any portion of your Investment or to yield a profit on your Investment. Furthermore, until the completion of post- production and the sale of The Picture to a distributor, it is unlikely that Company will derive any revenues from The Picture. In addition, Company cannot predict the timing or amount of revenues, if any, it may derive from the exploitation of The Picture.

11

There can be no assurance that The Picture will generate any revenue. No assurance can be made, and no representation, warranty, covenant or agreement is made, that the project being developed hereunder will generate revenue sufficient to distribute cash to Investor and further, Investor has no assurance of receiving a return of its investment, or any profit in excess of the investment. Investor has been advised to seek independent legal counsel before making the Investment commitment and fully understands that there is an extremely high risk of loss associated with making the Investment and can bear such loss. Investor has relied and will rely solely on its own advisors and/or investor’s internal personnel with knowledge and expertise qualifying them to analyze and evaluate the transaction herein contemplated.

12

The Picture is being produced without the coverage of a completion bond. The Picture will not be covered by a completion bond and there is no guarantee of completion of The Picture. There are substantial risks associated with film production, including death, illness or disability of key personnel, other factors causing delay, destruction, or malfunction of sets or equipment, the inability of production personnel to comply with budgetary or scheduling requirements, labor shortages, labor stoppage due to strikes or other outside factors, and physical destruction or damage to the film itself. Significant difficulties such as these may materially increase the cost of production or may cause the entire project to be abandoned.

13

Distribution of motion pictures, such as the Picture, involves substantial risks outside of our control. Distribution of films requires specialized marketing expertise and considerable financial resources. The company will be dependent on a distributor for this marketing expertise and for providing funds for prints and advertising. Without the participation of a distributor, there is little likelihood that significant revenues from any source will be realized. The participation of a distributor does not, however, guarantee that the distribution will be successful or that substantial revenues will be realized therefrom.

14

There is presently no contract with any distributor to distribute the Picture. The success of The Picture will be dependent upon our ability to complete the Picture, the attractiveness of the final product to a distributor and the distributor’s willingness ability to exploit the Picture (which may include the distributor’s ability to commit substantial sums to promote The Picture successfully). Company may not have the financial or business capability to distribute The Picture itself. The gross revenue derived from the Picture is dependent, among other things, upon the interest of distributors and their ability to obtain suitable distribution via theatrical, television, home video, and/or other media, and in selecting proper release dates and appropriate advertising and promotion for the Picture. Company has no agreement at this time with any third party for the distribution of the Picture. The negotiation of final distribution agreements, which frequently occurs (if at all) near the time of completion of motion pictures, will have a substantial impact upon the amount of receipts available to us from the exploitation of The Picture. There is no assurance that such negotiations will result in revenues or profits. Furthermore, although Company has agreed to use commercially reasonable efforts to cause The Picture to be distributed, there is no assurance that The Picture will be distributed or that such distribution will be profitable. The fact that any distributor derives profits from its distribution of The Picture will not, in turn, assure that investors in this offering, the company or other producers will also derive profits therefrom.

15

There are multiple distribution channels for films, and each method of distribution usually has different revenue allocation arrangements. Technological developments have resulted in the availability of alternative distribution mediums for film entertainment, including expanded pay and cable television and videocassettes, DVDs and digital technologies. These alternative distribution mediums typically have different revenue allocation arrangements from one another and such allocation arrangements often vary over time. Furthermore, these difference distribution channels may also impact the amount of customary “off the top fees” that are deducted by third parties from revenue before Company receives its portion of the revenue, or “Gross Picture Revenue.” Generally, however, the level of theatrical success remains a critical factor in generating revenues in these ancillary markets.

16

Epidemic/Pandemic Risk Factors Impacting Production and Investment. Production of the Picture is subject to significant risks related to potential epidemics, pandemics, and other public health crises. Investors acknowledge the uncertainty surrounding such health risks and the potential impact they may have on production. In the event of a public health crisis, the Company or other producers may need to suspend or terminate production of the Picture. If production is delayed or canceled due to these factors, investors may suffer a complete loss of their entire investment.

Health-related disruptions could also impact our ability to secure and retain necessary cast and crew members. Key personnel may fall ill or be otherwise unable to complete their work, which could lead to further delays or compromises in production quality. Additionally, there is a risk that individuals involved in production could claim they contracted an illness in connection with the project, which may lead to legal action or reputational damage. These risks highlight the potential for significant financial loss, operational challenges, and other setbacks associated with public health crises. In the event of a major disruption, investors should be prepared for the possibility of losing their entire investment.

17

Natural disasters and other events beyond our control could materially adversely affect us. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us and The Picture. Our business operations are subject to interruption by natural disasters, wars, terrorist attacks, severe storms, flooding, earthquakes, tsunamis, fire, power shortages, pandemics, labor shortages, labor disputes, strikes and other events beyond our control and could make it difficult or impossible for us to complete the Picture. Our business model involves the development, production, marketing and distribution of entertainment, including movies and other content. To the extent the entertainment industry is impacted by either the ability to create new content (e.g., the halting of productions) or the ability to monetize the content (e.g., theater sales), our business prospects could be severely hampered.

18

The success of the Picture is dependent upon the performance of third parties. Even if The Picture is completed there is no assurance that a distributor will agree to release or otherwise distribute the Picture. No assurance can be made that The Picture will be produced. No assurance can be made that if The Picture is produced, a distributor will agree to release The Picture or that The Picture will otherwise be distributed, or if a distributor agrees to release The Picture, that the release will be on a certain minimum number of screens or backed by a certain minimum amount of advertising, and no representation, warranty or assurance to the contrary has been made. Furthermore, if an agreement is reached with a particular director, actor, distributor or other party whose contractual performance may bear upon the value of the investment made by Investor, no assurance, representation, warranty, or covenant is furnished to Investor that such party shall actually perform as contractually required and no indemnity is furnished to Investor by Company in the event any such party breaches its obligations to the ultimate detriment of Investor. Some talent require “pay-or-play” deals, where they will be paid their entire fee even if Company abandons the Picture. Even if talent does not have a “pay or-play” deal, they may require full payment of their fee on their travel day to location. Once paid, this fee is usually nonrefundable. This is a risk that Investor acknowledges and takes on. Further thereto, no breach by a third party of an agreement or other duty in connection with The Picture shall be a breach of this Agreement.

19

The film and entertainment business is highly competitive. We intend to engage in a highly competitive business and therefore the investment contains a high degree of risk. Competition is encountered in different phases of the production and exploitation of a motion picture. In the production phase of The Picture, competition may have a material effect on the employment and cost of personnel. After the completion of its production, The Picture will, upon its distribution, be competing with other motion pictures and, indirectly, with other forms of public entertainment. Such competition in the phases of the production and exploitation of The Picture may have a material adverse impact on Investor’s Investment. Many companies involved in the production and exploitation of motion pictures have, from time to time, encountered financial difficulties, which reflect the highly competitive character of, and adverse development in, the motion picture industry as well as the unpredictability of public reaction to motion pictures.

20

Entertainment projects can be risky, and often budgets run over. The entertainment industry is generally affected by the same risk factors of other industries but due to its nature, the development, production, distribution and marketing of content can require large capital investments. Developing and monetizing entertainment projects, such as movies and television shows, usually require significant capital investment to fund expenditures on activities such as producing a television pilot, producing or co-producing a movie or creating a virtual reality experience. There is often budget over-run. Even with adequate funding, the project may fail to gain traction with viewers. Even if a project is successful, it is likely to take a long time for us to realize profits. Even if we are involved in a financially successful project, the process of making money and realizing profit in the entertainment business is slow. The time span from the moment a project starts to its completion, release and revenue recognition is substantial and is often measured in years.

21

Public perception is important in the entertainment industry. In order to continue grow our business, we must maintain credibility and confidence in our long-term financial viability and business prospects among Hollywood creators and producers, our community, investors, and other parties. Although we have no reason to believe that anyone involved in The Picture has done, or will do, anything to cause public outrage or “get cancelled,” there remains a risk that statements made by our partners, contractors and employees (including the director, producers and actors), or events involving them, even if misinterpreted or inaccurately reported, may result in a negative public reaction and harm our ability to distribute and successfully market The Picture. As a result, the ability of The Picture to raise revenue through ticket sales to the public, streaming deals or other methods of distribution, will be impaired and may result in material adverse impact on revenue. Reputational harm may damage our ability to do any or all of these things. Any derogatory information whether founded or unfounded, against our business, any of our officers, director, employees, or celebrities who are featured in our films and TV shows may harm our business.

22

Our parent company Legion M Entertainment, Inc.'s ("Legion M") auditor has issued a "going concern opinion. Legion M’s auditor has issued a “going concern” opinion on its financial statements, which means they are not sure that Legion M will be able to succeed survive as a business without additional financing. Its auditor has previously issued that opinion for its financials in previous years. Legion M was incorporated in March of 2016 and has a history of losses without profits since inception. The fact that it has been able to raise enough financing and/or revenue to sufficiently fund its operations for the each of the preceding years since inception (each of which had “going concern” opinions on its financial statements) does not guarantee its ability to raise sufficient financing and/or generate sufficient revenue in the future. Legion M has sustained net losses of $2,813,295 and $2,827,478 in the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company has working capital with current assets that exceed current liabilities by $562,366, has an accumulated deficit of $20,057,477, and does not have liquid assets to satisfy its expected obligations for the next year without additional finance or revenue. The audit report states that Legion M’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate cash from operating activities and/or to raise additional capital to fund its operations. Failure to raise additional capital could have a negative impact on not only its financial condition but also its ability to remain in business, and therefore FADE TO BLACK’s ability to remain in business. Because the parent company of FADE TO BLACK LLC has a “going concern” opinion, FADE TO BLACK’s operations may be negatively affected if Legion M goes out of business. Further, FADE TO BLACK’s managers are appointed by its sole member Legion M, and those managers may have limited financial resources, necessitating a need to resign from FADE TO BLACK or Legion M to take other employment should Legion M go out of business.

23

Reputational Risk and Public Perception in Equity Crowdfunding. In order to continue grow our business, we must maintain credibility and confidence in our long-term financial viability and business prospects among Hollywood creators and producers, our community, investors, and other parties. Reputational harm may damage our ability to do any or all of these things. Any derogatory information whether founded or unfounded, against our business, any of our officers, director or employees, may harm our business. Public perception is important in equity crowdfunding, potentially making FADE TO BLACK LLC susceptible to negative postings, and false allegations about the Company and its projects. As a company raising money from the crowd, Company funding is highly dependent upon investors who get information from a wide variety of sources that rely on user generated content (e.g., social media, Reddit, message boards, blogs, etc.). These sources often have little to no standards for posting, and many of them allow people to post without even requiring a real name. As a result, these mediums can be susceptible to misinformation, disinformation, and campaigns where individuals using bots and/or fake accounts can create the illusion of “social proof.”

24

We depend on a small management team and may need to hire more people to be successful. Our success will greatly depend on the skills, connections and experiences of our managers. Should any of them discontinue working for Company, there is no assurance that Company will continue. We will also need to hire creative talents and individuals with a track record of success and with the skills necessary to ensure that we create and sell premium original content. There is no assurance that we will be able to identify, hire and retain the right people for the various key positions.

25

We may not be able to protect all our intellectual property. Our profitability may depend in part on our ability to effectively protect our intellectual property including our trademark and logo, original entertainment content in our projects and our ability to operate without inadvertently infringing on the proprietary rights of others. Theft of our original entertainment content prior to release could adversely affect our revenue. Policing and protecting our intellectual property against piracy and unauthorized use by third parties is time-consuming and expensive and certain countries may not even recognize our intellectual property rights. Any litigation protecting our intellectual property and defending our original content could have a material adverse effect on our business, operating results and financial condition regardless of the outcome of such litigation.

26

The managers of the Company could have unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions. We do not benefit from the advantages of having any independent directors, including bringing an outside perspective on strategy and control, adding new skills and knowledge that may not be available within Company, having extra checks and balances to prevent fraud and produce reliable financial reports.

27

You will not have any voting rights. By investing, you will be purchasing an investment interest that will not have voting rights or other preferences. Accordingly, you will not have any influence on the Company’s management or how it handles The Picture, including whether to sell The Picture.

28

You will not have the ability to influence management. Other than as set forth herein, no investor in this offering will have the right to participate in the management of the business, including related to The Picture. Accordingly, Investors should not invest unless they are willing to entrust all aspects of management to Company, which includes the right and power to, among other things, abandon The Picture at any time for any reason.

29

The offering terms have been set by the Company's management. The investment terms on this instrument have been set by the Company following industry standards, but were set entirely by the Company's management without any evaluation by any independent third party. Further, investors will not have the opportunity to negotiate these terms. You should not invest if you disagree with these revenue rights terms.

30

The characteristics of the Investment, including payment terms, no maturity date, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. This may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to investing. The Investment may not be suitable for you based on your ability to withstand a loss of your principal amount invested or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors.

31

Investors are exposed to the credit risk of the Company and subject to our full and unconditional obligations. If we are unable to make payments required by the terms of the agreements, you will have an unsecured claim against us. Payment is therefore subject to nonpayment by us in the event of our bankruptcy or insolvency. In an insolvency proceeding, we cannot assure you that you will recover any remaining funds. Moreover, your claim may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.

32

The Investment is an unsecured obligation and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Investment. We may issue secured debt in our sole discretion without notice to or consent from the Investors. Therefore, as unsecured obligations, there is no security to be provided to the holders of the these investments.

33

The Investment's placement in the Waterfall may not result in a return on your Investment. Other stakeholders (i.e., debt investors, sales agents, unions, those who have deferred their compensation, and certain actor bonuses, for example) will be paid before Investors are entitled to receive any Net Picture Revenue. It is customary in the film and entertainment industry for certain stakeholders to receive payment of fees and other costs and expenses related to the production and distribution of motion pictures prior to investors in this offering receiving any revenue. This means that if the Picture fails to achieve enough revenue to pay those who sit before the Investors in the Waterfall, the Investors may not receive a return on their investment. Further, Investors may only be repaid after a debt investor’s senior position is repaid, so if a debt investor takes a senior position in the Waterfall, Investor’s return on investment may be delayed until the senior debt is repaid in full, plus interest; Investor may not be repaid at all if the Picture does not earn enough Gross Picture Revenue to cover debt, costs and expenses that sit ahead of Investor in the Waterfall.

34

Investor's Equity Backend may be diluted if a debt investor receives any percentage of the backend. If a debt investor requires a percentage of the backend to secure its debt, that percentage will be borne by the Equity Investor Backend, and all equity investors will share in a smaller pool of backend (i.e., a debt investor may ask for 2% of 100% of all backend, which would be 4% of the 50% that represents Equity Investor Backend). Investors have no control over whether Company agrees to such terms from debt investors, and Investor takes the risk that Company may negotiate a deal that directly impacts Investors share of the backend.

35

Any decision regarding debt investors receiving Equity Backend will be negotiated by individuals who may have different economic interests than you do. Investors in this offering will not have any say in the negotiations of any debt financings; those negotiations will be done by the Producers. The Producers may be able to reduce the interest payments, and therefore reduce the amount of money paid out ahead of them in the waterfall – by treating such savings as an equity investment and thereby reducing the Equity Investor Backend. This could affect your pro-rata pari passu split of the Equity Investor Backend without the Producers being detrimentally effected.

36

Investors will be subject to the terms and conditions that Company negotiates in the Collection Account Management Agreement (CAMA). Investors will not be a signing party to the CAMA, and will therefore have to rely on Company to negotiate the CAMA’s definitions, terms and conditions on Investor’s behalf. Investors will neither know, nor be able to negotiate, any of the nuanced information, terms and conditions defined or addressed in the CAMA, nor how the CAMA will be structured until it is finalized. Changes to definitions in the CAMA are possible, as there will be stakeholders in the CAMA that include without limitation, Company, Initial Equity Investors, Unions, Sales Agents (as applicable) and actors (as applicable), amongst other stakeholders. Investors will have no input over the language in the CAMA and will have to rely on Company’s negotiation and finalization of all terms in the CAMA without recourse to terms that result in a less advantageous position to Investor.

37

Investors have no approval over actor deals. Investors have no control or input over the terms, conditions and structure of actor deals including, without limitation, how and when actor fees are paid, how actors are treated in terms of travel, crew needs, publicity and premieres, how much backend actors receive from Producer’s Net Profits, and whether actors are entitled to any deferred compensation, box office bonuses or streaming bonuses, including without limitation, how such deferments or bonuses are structured. This means that if an actor negotiates a deal that results in payment of box office or streaming bonuses outside of the Waterfall (sometimes actors can negotiate such terms when a distributor picks up a film), then that actor may be paid additional monies relating to the Picture before Investors recoup, for example. It also means that if actors negotiate to be paid box office or streaming bonuses inside the Waterfall, they may be paid prior to any of your return on investment.

38

There is no current market for resale of Investors investment. It is hard to predict whether we will ever sell The Picture, in which case the funds generated by the sale will be distributed to Investors in accordance with the Waterfall and Financing Plan included with this offering memorandum as Exhibit I and Exhibit II. Investors should assume that they may not be able to liquidate their investment or pledge their Investment as collateral for some time (if ever).

39

Any dispute regarding the Agreement will be resolved by arbitration conducted in the State of California, which follows different procedures than in-court litigation and may be more restrictive to Investors asserting claims than in-court litigation. The Agreement for this offering provides that the sole forum for any dispute arising thereunder will be arbitration in Los Angeles, California. As a result, investors would not be able to pursue litigation in state or federal court for any disputes pertaining to the Agreement. Arbitration is intended to be the exclusive means for resolving such disputes, and this provision is intended to apply both to claims made under US federal securities laws, rules and regulations and to claims arising under any other laws. As arbitration provisions in commercial agreements have generally been respected by federal courts, we believe that the arbitration provision in the Agreement is enforceable under federal law. Investors cannot waive the company’s compliance with federal securities laws and the rules and regulations promulgated thereunder in arbitration. Costs in arbitration proceedings may be higher than those in litigation proceedings, and investors may face limited access to information and other imbalances of resources. This provision can discourage claims against the company because it limits the ability of investors to bring a claim in a judicial forum they find favorable, and limits investors’ ability to bring class action lawsuits or seek remedy on a class basis for any disputes arising under the Agreement.

40

Investors may be subject to federal income tax consequences. Each investor, in determining its U.S. federal income tax liability, will take into account its allocable share of income, gain, loss, deduction and credits of their investment, without regard to whether it has received distributions from the SPV or CAMA. Accordingly, each prospective investor is advised to consult its own tax counsel as to the specific tax consequences of an investment in the SPV and Picture. The SPV has not been structured to provide tax benefits to investors, and an investment in the SPV and Picture should not be based on the expectation that tax benefits will accrue therefrom.

41

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment. Investors in this Offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy and would be in addition to any Wefunder processing fee. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g., minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this Offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The Commission’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

42

You will not be investing directly into the Company, but into a special purpose vehicle. Changes to the securities laws that went into effect March 15, 2021, permit us to use a “special purpose vehicle” or “SPV” in this offering. That means that you will invest in an SPV established by Wefunder and with the money you pay, and you will beneficially own the Investment by becoming a member of the SPV. A condition to using an SPV is that the SPV pass on the same economic rights that are set out in the Investment. However, it may not always be possible to replicate those rights exactly, because the SPV is an LLC formed under Delaware law. This sort of arrangement has a limited history of use, and there may be unforeseen risks and complications. You will also be relying on Wefunder and the Lead Investor to make sure the SPV complies with Delaware law and functions in accordance with Regulation Crowdfunding. The structure of the SPV is explained further in "Other Material Information."

43

Paul Scanlan and Jeff Annison are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.

44

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

Officer	Title	Joined
Paul Scanlan	CEO	2024
Jeff Annison	President	2024

Date	Security	Amount
Current	Custom	$324,408
12/2024	Other	$200,000
11/2024	Other	$561,137
11/2024	Custom	$561,137
10/2024	Loan	$1,000,000
10/2024	Loan	$925,000
9/2024	Loan	$300,000
9/2024	Loan	$200,000
4/2024	Loan	$7,285

Issued	Lender	Outstanding	Maturity
4/30/24	Legion M Entertainment, Inc.	$7,285
9/29/24	Legion M Entertainment Inc.	$200,000	9/30/25
9/30/24	Ryan Craft and Josh Jones	$300,000	9/30/25
10/1/24	Marc Cohen, Chris Boshuizen, Josh Jones, Ryan Craft, Brent Craft, Matt MacNelly	$925,000
10/22/24	Legion M Entertainment Inc	$1,000,000

Name	Legion M Entertainment Inc
Amount Invested	$1,000,000
Transaction Type	Loan
Issued	10/22/24
Outstanding Principal Plus Interest	$1,000,000 as of 11/25/24
Outstanding	Yes
Current with Payments	Yes
Relationship	Majority owner

Name	Legion M Entertainment, Inc.
Amount Invested	$7,285
Transaction Type	Loan
Issued	4/30/24
Outstanding Principal Plus Interest	$7,285 as of 11/25/24
Interest	0% per annum
Outstanding	Yes
Current with Payments	Yes
Relationship	Majority owner

Name	Legion M Entertainment Inc.
Amount Invested	$200,000
Transaction Type	Loan
Issued	9/29/24
Outstanding Principal Plus Interest	$200,000 as of 12/4/24
Interest	12% per annum
Maturity	9/30/25
Outstanding	Yes
Current with Payments	Yes
Relationship	Majority owner

$50,000	Funds at this level will be used to pay back bridge loans that have covered production expenses thus far (95%). Funds will also be paid to Wefunder to cover their fee (5%).
$500,000	Funds at this level will incrementally reduce bridge loans that were taken to cash flow production, ensuring smoother financial footing as we finalize the film (85%). Additionally, we plan to reimburse Legion M for cashflow advances, enabling the company to reinvest in new projects and continue building momentum (10%). Funds will also be paid to Wefunder to cover their fee (5%).
$1,250,000	With this level of funding, we will fully repay bridge loans utilized to cash flow production (80%). Additionally, we plan to reimburse Legion M for cashflow advances, enabling the company to reinvest in new projects and continue building momentum (15%). Funds will also be paid to Wefunder to cover their fee (5%).

Invest in Fade to Black

Feature film currently in post-production targeting major festivals in 2025

$1,087,833

Investment Terms

Financials

At a Glance

Risks

Other Disclosures

The Board of Directors

Officers

Voting Power

Past Fundraises

Outstanding Debts

Related Party Transactions

Use of Funds

The Funding Portal

Form C Filing on EDGAR