Cineverse Corp S-3, filed Jun 30, 2023

Cineverse Corp. (CNVS)

S-3 2023-06-30

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Added on October 15, 2026

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If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.	

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:	

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities act, check the following box.	

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.	


Large accelerated filer 	Accelerated filer 	Non-accelerated filer 	Smaller reporting company 

			Emerging growth company 


•	shares of Class A common stock;
•	shares of preferred stock in one or more series;
•	warrants to purchase preferred stock or Class A common stock;
•	debt securities; or
•	any combination of preferred stock, Class A common stock, warrants, or debt securities,


	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		4
FORWARD-LOOKING STATEMENTS		8
USE OF PROCEEDS		9
DESCRIPTION OF CAPITAL STOCK		9
DESCRIPTION OF WARRANTS		11
DESCRIPTION OF DEBT SECURITIES		12
PLAN OF DISTRIBUTION		16
LEGAL MATTERS		18
EXPERTS		18
WHERE YOU CAN FIND MORE INFORMATION		18
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		19


Class A Common Stock, par value $0.001 per share (the “Common Stock”)	To be set forth in a prospectus supplement

Preferred Stock, par value $0.001	To be set forth in a prospectus supplement

Warrants	To be set forth in a prospectus supplement

Debt Securities	To be set forth in a prospectus supplement

Total	$75,000,000

Use of proceeds	Except as otherwise set forth in the applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities for working capital, acquisitions and other general corporate purposes

Nasdaq symbol	CNVS


Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.



•	actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•	changes in the market’s expectations about our operating results;

•	success of competitors;

•	our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•	changes in financial estimates and recommendations by securities analysts concerning us, the market for digital and physical content, content distribution and entertainment in general;

•	operating and stock price performance of other companies that investors deem comparable to us;

•	our ability to market new and enhanced products on a timely basis;

•	changes in laws and regulations affecting our business or our industry;

•	commencement of, or involvement in, litigation involving us;

•	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•	the volume of shares of the Common Stock available for public sale;

•	any major change in our board of directors or management;

•	sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

•	general economic and political conditions such as recessions, interest rates, international currency fluctuations, global pandemics and acts of war or terrorism.


•	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

•	the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•	the requirement that an annual meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•	limiting the liability of, and providing indemnification to, our directors and officers;

•	controlling the procedures for the conduct and scheduling of stockholder meetings; and

•	providing that directors may be removed prior to the expiration of their terms by the Board of Directors only for cause.


•	successful execution of our business strategy, particularly for new endeavors;
•	the performance of our targeted markets;
•	competitive product and pricing pressures;
•	changes in business relationships with our major customers;
•	successful integration of acquired businesses;
•	the content we distribute through our in-theatre, on-line and mobile services may expose us to liability;
•	general economic and market conditions;
•	our financial condition and financial flexibility, including, but not limited to, our ability to obtain necessary financing for our business as and when needed;
•	disruptions to our business due to the COVID-19 pandemic, including workforce inability to perform in the ordinary course due to illness or access restrictions; and
•	the other risks and uncertainties that are described under “Risk Factors” and elsewhere in this prospectus and from time to time in our filings with the SEC.


	•	the number of shares of the preferred being offered, the liquidation preference per share and the offering price of the preferred stock;


	•	the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculating these items applicable to the preferred stock;


	•	the place or places where dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the date from which dividends on the preferred stock will accumulate, if applicable;


	•	the procedures for any action and remarketing of the preferred stock;


	•	the provision of a sinking fund, if any, for the preferred stock;


	•	the provision for redemption, if applicable, of the preferred stock;



Subject to Completion, dated June 30, 2023


	•	a discussion of the United States federal income tax considerations applicable to the preferred stock.


	•	if applicable, a discussion of material United States federal income tax considerations;


	to or through underwriters;


	•	any listing of the preferred stock on any securities exchange;


	•	the terms and conditions, if applicable, upon which the preferred stock will be convertible into or exchangeable for Common Stock, and whether at our option or the option of the holder;


	•	whether the preferred stock will rank senior or junior to or on a parity with any other class or series of preferred stock;


	•	any other specific terms, preferences, rights, limitations or restrictions of the preferred stock; and


	•	the designation and terms of the Common Stock or preferred stock that may be purchased upon exercise of the warrants;


	•	if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;


	•	if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;


	•	the number of shares of Common Stock or preferred stock that may be purchased upon exercise of a warrant and the price at which such shares may be purchased upon exercise;


	•	the dates on which the right to exercise the warrants will commence and expire;


	•	if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;


	•	the currency or currency units in which the offering price, if any, and the exercise price are payable;


	•	the redemption or call provisions, if any, applicable to the warrants; and


	•	any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.


	in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act; or


	the material terms of the distribution, including the number of shares and the consideration paid;


	the identity of any underwriters, dealers, agents or purchasers that will purchase the securities;


	the amount of any compensation, discounts or commissions to be received by underwriters, dealers or agents;


	the purchase price of the securities being offered and the proceeds we will receive from the sale;


	the nature of any transactions by underwriters, dealers or agents during the offering that are intended to stabilize or maintain the market price of our securities; and


	over-allot in connection with the offering, creating a syndicate short position for their own account;