CNVS 8-K
Cineverse Corp. (CNVS)
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): April 9, 2026 |
Cineverse Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-31810 |
22-3720962 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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224 W. 35th St. Suite 500, #947 |
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New York, New York |
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10001 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 206-8600 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
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))
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE |
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CNVS |
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The Nasdaq Stock Market |
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 ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2026, Cineverse Corp. (the “Company”) and Mark Lindsey, the Company’s current Chief Financial Officer, determined that he will transition out of the Chief Financial Officer role effective as of May 10, 2026. In connection with Mr. Lindsey’s transition, the Company is in discussions with Mr. Lindsey to enter into a consulting agreement setting forth the terms of his new role.
On April 15, 2026, the Company announced the appointment of Sean McCabe, age 40, as Chief Financial Officer of the Company, effective as of April 20, 2026. Prior to joining the Company, from 2024 to April 2026, Mr. McCabe served as VP of Accounting and Finance at Publisher First, Inc. dba Freestar. In 2023 and 2024, Mr. McCabe served as Vice President and Corporate Controller at Cineverse. Prior to that, Mr. McCabe served as the Controller of Fulgent Genetics (2022-2023) and Jukin Media (2020-2022), and as the Director of Strategic Initiatives National Grid (2017-2020). He began his career at PricewaterhouseCoopers in the audit and M&A advisory practices (2008-2017). Mr. McCabe does not have any family relationship with any director or executive officer of the Company.
As of April 20, 2026, the Company entered into an employment agreement with Mr. McCabe (the “McCabe Employment Agreement”), pursuant to which Mr. McCabe will serve as Chief Financial Officer of the Company. The term of the Employment Agreement will commence on April 20, 2026 and will end on March 31, 2028, with an automatic one-year renewal unless either party provides written notice to the other no later than ninety (90) days prior to the expiration of the initial term. Pursuant to the McCabe Employment Agreement, Mr. McCabe will receive an annual base salary of $340,000, subject to annual reviews and increases in the sole discretion of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). In addition, Mr. McCabe will be eligible for (i) a target bonus opportunity under the Company's Management Annual Incentive Plan ("MAIP") of 50% of his then-base salary, consistent with goals established from time to time by the Compensation Committee, and (ii) under the Company's 2017 Equity Incentive Plan, restricted stock units (“RSUs”) for 50,000 shares of the Company’s Class A common stock, with one-third (1/3) of such RSUs vesting on April 20 of each of 2027, 2028 and 2029. The McCabe Employment Agreement further provides that Mr. McCabe is entitled to participate in all benefit plans provided to senior executives of the Company.
The McCabe Employment Agreement provides that, in the event of a termination without Cause (as defined in the McCabe Employment Agreement) or a resignation for Good Reason (as defined in the McCabe Employment Agreement), Mr. McCabe shall be entitled to payment of twelve (12) months’ base salary at the time of termination. In the event, within two (2) years after a Change in Control (as defined in the McCabe Employment Agreement), of a termination without Cause (other than due to Mr. McCabe’s death or disability), a resignation of Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the McCabe Employment Agreement), then in lieu of receiving the amounts described above, Mr. McCabe would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual base salary and (b) Mr. McCabe’s target bonus for the year of termination.
The foregoing description of the McCabe Employment Agreement does not purpose to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the McCabe Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.
The Company issued a press release on April 15, 2026, announcing the appointment of Mr. McCabe as the Company’s Chief Financial Officer, a copy of which is attached to this Form 8-K as Exhibit 99.1.
The foregoing description of the McCabe Employment Agreement does not purpose to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the McCabe Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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Date: |
April 15, 2026 |
By: |
/s/ Gary Loffredo |
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Name: Date: |
Gary S. Loffredo |
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of March, 2026 effective as of the 20th day of April 2026, by and between Cineverse Corp., a Delaware Corporation, 244 Fifth Avenue, Suite M289, New York, NY 10001 (the "Company"), and Sean McCabe, having an address at [_______________] (the “Employee”).
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:
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the course of their employment hereunder. The Employee agrees that all tangible materials containing Confidential Information, whether created by the Employee or others, that comes into their custody or possession during their employment, will be and are the exclusive property of the Company.
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(ii) the executors, administrators, or other legal representatives of the Employee or their estate from assigning any rights hereunder to the person or persons entitled thereto.
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and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company without violating the provisions of Section 409A.
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[signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Employee has signed this Agreement, all as of the day and year first above written.
Cineverse Corp.
By: /s/ Chris McGurk
Chris McGurk
CEO & Chairman of the Board
/s/ Sean McCabe
Sean McCabe
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Exhibit 99.1
Cineverse Names Sean McCabe CFO
Executive Returns to Cineverse Following Time in Leadership Position at Ad-Tech Company
LOS ANGELES, APRIL 15, 2026 – Cineverse (Nasdaq: CNVS), an entertainment technology company and studio, announced that Sean McCabe will join the company as its new CFO, effective April 20, 2026.
This appointment marks McCabe’s return to the company, where he served as vice president and corporate controller in 2023 and 2024. He comes to Cineverse from Freestar, a major player in the ad-tech space, where he was responsible for leading and managing the accounting and finance teams including playing a key role in M&A, Treasury, and optimizing capital structure.
As CFO, McCabe will lead Cineverse's global finance and accounting teams, overseeing financial planning, accounting, capital markets, strategy, and cost-streaming initiatives. Following the two strategic acquisitions of Giant Worldwide and IndiCue, now Matchpoint companies, he will be a part of the C-suite as it optimizes operational and financial goals in the near and long-term.
“We are very pleased that Sean will be returning to Cineverse as CFO. His strong previous track record at the Company will now be complemented by his experience in the advertising and ad tech business, which Cineverse has moved deeper into with our recent acquisition of IndiCue, a high growth ad tech enterprise that is already adding significant revenues and profits to the Company,” said Cineverse Chairman and CEO Chris McGurk. “We look forward to Sean leading our efforts in strengthening our balance sheet, further streamlining our cost structure, identifying and pursuing strategic opportunities and optimizing our accounting and reporting.”
Prior to Freestar and his first position at Cineverse, McCabe built a successful career with controller positions across industries, from media (Jukin Media) to medical (Fulgent Genetics) and regulated utility (National Grid). He began his career at PricewaterhouseCoopers, working in auditing and M&A analysis.
McCabe succeeds Mark Lindsey with whom the Company is in discussions to transition into a senior financial consulting role. Added McGurk, “We look forward to working with Mark again, and are thankful to him for his contributions to the Company for the past 3.5 years."
Exhibit 99.1
About Cineverse
Cineverse (Nasdaq: CNVS) is an entertainment technology company and studio. Fiercely innovative and independent, Cineverse develops and invests in technology and content that drives the future of the industry. Core to its business is Matchpoint® – a growing tech ecosystem powered by AI and designed to prepare, distribute, monetize, and continuously improve content across any platform. Matchpoint helps studios large and small operate at scale and improve performance and efficiency in an increasingly fragmented distribution environment. Additionally, Cineverse distributes more than 71,000 premium films, series, and podcasts, across theatrical, home entertainment, and streaming; operates dozens of digital properties that super serve passionate fandoms around the world; and works with leading brands to connect them with audiences they value. From award-winning technology to the highest-grossing unrated film in U.S. history, Cineverse has created a playbook that marries tech and content to redefine the next era of entertainment. For more information, visit home.cineverse.com.
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CONTACTS
For Media, The Lippin Group for Cineverse
For Investors, Julie Milstead