Cineverse Corp DEFA14A, filed May 22, 2023
Cineverse Corp. (CNVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l4A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under § 240. l4a-l2 |
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CINEVERSE CORP.
(Name of Registrant As Specified In Its Charter)
N/A |
(Name of Person(s) Filing Proxy statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
May 19, 2023
(Date of earliest event reported)
Cineverse Corp.
(Exact name of registrant as specified in its charter)
Delaware |
001-31810 |
22-3720962 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
244 Fifth Avenue, Suite M289, New York, NY |
10001 |
(Address of principal executive offices) |
(Zip Code) |
212-206-8600
(Registrant’s telephone number, including area code)
Cinedigm Corp.
(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 (see General Instruction A.2. below):
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)) 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 transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class A Common Stock |
CIDM |
Nasdaq Capital Market |
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 19, 2023, Cinedigm Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”) pursuant to Section 242 of the Delaware General Corporation Law. Pursuant to the Charter Amendment, the Charter was amended to change the name of the Company from Cinedigm Corp. to Cineverse Corp. The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market under the new symbol “CNVS.” The name change was effective on May 22, 2023 and the ticker symbol change will be effective on May 23, 2023.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Form 8-K and is hereby incorporated by reference. The Company will post to
its website at www.cineverse.com a copy of the video linked in the press release discussed above relating
to the name change. The video can be seen here: https://youtu.be/Fg75e7Ch-e4.
On May 22, 2023, the Company issued a press release announcing the name change, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No. Description
3.1 |
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Amendment dated May 19, 2023 to Fifth Amended and Restated Certificate of Incorporation. |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: May 22, 2023 |
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By: |
/s/ Gary S. Loffredo |
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Name: |
Gary S. Loffredo |
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Title: |
Chief Legal Officer, Secretary and Senior Advisor |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CINEDIGM CORP.
_________________________
Pursuant to
§ 242 of the General Corporation Law
of the State of Delaware
_________________________
The undersigned, being the Chief Legal Officer, Secretary and Senior Advisor of Cinedigm Corp., a Delaware corporation (the “Corporation”), pursuant to Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:
1. Pursuant to a unanimous written consent of the Board of Directors of the Corporation (the “Board”) dated May 14, 2023, the Board adopted resolutions (the “Amending Resolutions”) to further amend the Corporation’s Fifth Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Delaware Secretary of State on October 31, 2017 (together with any subsequent amendments and certificates of designations, the “Certificate of Incorporation”); and
2. Approval of the Corporation’s stockholders is not required in accordance with Section 242(b)(1) of the DGCL.
NOW, THEREFORE, to effect the Amending Resolutions:
1. All references to “Cinedigm Corp.” in the Certificate of Incorporation shall be deleted and the phrase “Cineverse Corp.” shall be inserted in their place.
2. Article First of the Certificate of Incorporation shall be deleted in its entirety and replaced as follows:
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“FIRST: Name: The name of the Corporation is:
“Cineverse Corp.”
3. This Certificate of Amendment shall become effective at 12:01 a.m. Eastern Time on May 22, 2023.
* * * * *
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of Cinedigm Corp. to be signed by Gary S. Loffredo, Chief Legal Officer, Secretary and Senior Advisor, this 19th day of May, 2023, who acknowledges that the foregoing is the act and deed of the Corporation and that the facts stated herein are true.
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By: |
/s/ Gary S. Loffredo |
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Name: |
Gary S. Loffredo |
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Title: |
Chief Legal Officer, Secretary and Senior Advisor |
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Exhibit 99.1
Cinedigm Rebrands to Cineverse
New Brand Marks the Transformation to a Pure-play Streaming Entertainment Content and Technology Company Reimagining the Entertainment Experience
LOS ANGELES, May 22, 2023 – Cinedigm Corp. (NASDAQ: CIDM) today announced it is rebranding to Cineverse, a global streaming technology and entertainment company with one of the world’s largest portfolios of owned and operated streaming channels.
Along with the corporate name change to Cineverse Corp., the Company’s stock symbol will also change from CIDM to CNVS; its shares will commence trading on the NASDAQ Capital Market under the new stock symbol “CNVS” at the market opening on May 23, 2023. All stock trading, filings and market-related information will be reported under the new stock symbol going forward.
The corporate name change is an important step forward in the Company’s evolution into a streaming content and technology company – focused on transforming the way people discover and interact with a universe of films, television series and other streamed content all bound together by compelling and innovative storytelling.
Chris McGurk, Chairman and CEO of Cineverse, stated, “We have come a very long way from the Cinedigm of 10 years ago, which specialized in digital innovation within the cinema industry. Today we officially turn the page to become Cineverse, a pure-play business in the exciting and dynamic streaming content and technology space. Our mission is to give audiences a level of access like never before to the vast universe of film and television entertainment through the power of our proprietary technology and the breadth of our content offerings. We plan to continue expanding our media library, currently at over 60,000 titles and growing rapidly, so that we have more compelling content and streaming channels to offer audiences than any other player in the entertainment business. Our recent investments and acquisitions have enabled us to become a leader across multiple entertainment genres, spanning Anime and Asian entertainment, to faith & family, horror, independent film and many other genres.”
McGurk continued, “Having now fully moved beyond our legacy digital cinema business at the end of our last fiscal year ended March 31, 2023, we believe a new company name more accurately reflects our business and brand as it stands today – a leading brand at the intersection of entertainment and innovation. We believe our expanding media library and proprietary Matchpoint® streaming technology and content distribution platform will allow us to transform the way people interact with the stories they love and bring a growing universe of compelling content and channels to the broadest audience possible. While the big studio gatekeepers and our competitors continue to reduce their content catalogs, we plan to open the doors they are closing to audiences and the creative community by
Cineverse Corp. Page 2
May 22, 2023
providing the widest and most diverse selection of content and channels ever, complemented by the best discovery and user experience in all of streaming.”
What is Cineverse?
Cineverse is a content distributor. With channels for every kind of fan, and more to come, across every streaming model (FAST, AVOD, SVOD). A growing library that now features more than 60,000 film and TV titles. And a podcast network of an estimated 70 million downloads across 28 podcasts.
Cineverse is a growing advertising platform. Reaching more than 1.1 billion devices with access points across editorial, audio, video, social, newsletters and more with advanced ad-tech solutions across mobile, web and CTV.
Cineverse is a streaming technology provider. With its proprietary Matchpoint® custom-built streaming platform that offers a unified content management, preparation, delivery, programming and analytics solution. A deep focus on AI and machine learning to automate tasks that previously required a large team to accomplish by hand. Entrepreneur Magazine, FUBU and others recently selected Matchpoint® on a Software-as-a-Service (SaaS) basis to establish their streaming businesses.
Cineverse is the Company’s flagship streaming service. A media library that has expanded more than 5x since January 2023. With more than 22,000 titles, Cineverse is the sixth-largest video streamer in the world by number of titles, boasting a library more extensive than that of Netflix, Hulu, HBO Max and Paramount+.
Erick Opeka, Chief Strategy Officer and President of Cineverse, added, “We are thrilled to adopt the Cineverse name, and based on the strategic importance of our flagship streaming service to the Company, it made sense to consolidate our overall corporate identity under one brand. A key part of the Company’s vision is to celebrate culture through entertainment, storytelling and innovation. We already do this with our channel portfolio, providing a platform for storytellers to reach a broader audience while connecting communities of fans – wherever they watch – with content that they often cannot find elsewhere as other major streaming services cut back on their content offerings. We invite fans to discover more stories with more ways to watch – to satisfy any content craving, mood, budget or fandom. We hope to empower our partners with the tools and support they need to showcase their storytelling, engage with communities and reach people where they watch.”
Cineverse – It’s On: https://youtu.be/Fg75e7Ch-e4
About Cineverse
Cineverse is a global streaming technology and entertainment company with one of the world’s largest portfolios of owned and operated streaming channels, all powered by its advanced, proprietary technology platform. Cineverse currently features enthusiast brands for subscription video on demand (SVOD), advertising-based video on demand (AVOD) and free, ad-supported
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streaming television (FAST) channels. Cineverse entertains consumers around the globe by providing premium feature film and television series, enthusiast streaming channels and technology services to some of the world's largest media, retail and technology companies. For more information, please visit www.cineverse.com.
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse's filings with the Securities and Exchange Commission, including Cineverse's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.
For additional information, please contact:
For Media
The Lippin Group for Cineverse
cineverse@lippingroup.com
For Investors
At Cineverse
Julie Milstead
424-281-5411
investorrelations@cineverse.com
The Equity Group Inc.
Carolyne Sohn
408-538-4577
csohn@equityny.com