Cineverse Corp DEFA14A, filed Sep 21, 2021
Cineverse Corp. (CNVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 21, 2021
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31810 | 22-3720962 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 237 West 35th Street, Suite 605, New York, New York | 10001 | |
| (Address of principal executive offices) | (Zip Code) |
212-206-8600
(Registrant’s telephone number, including area code)
(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 Global Market |
Item 8.01. Other Events
On September 21, 2021, Cinedigm Corp. (the “Company”) adjourned its virtual annual meeting of Stockholders (the “Annual Meeting”) until October 11, 2021 at 2:00 p.m. Pacific Time. At that time, the Annual Meeting will be reconvened virtually at www.virtualshareholdermeeting.com/CIDM2021, the same URL used for the September 21, 2021 meeting.
The Company recently discovered that, due to an inadvertent oversight made by a third-party mailing agent in the proxy delivery process, proxy materials were not mailed on a timely basis to holders of approximately 18 million shares of our Class A common stock. The materials have since been sent to such stockholders, and the Annual Meeting has been adjourned to allow adequate time for such stockholders to receive and consider such materials and cast their votes on the proposals set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2021 (the “Proxy Statement”).
The record date for the Annual Meeting remains July 28, 2021. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.
No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of its stockholders to read the Proxy Statement and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov, and to vote.
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SIGNATURE
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 thereunto duly authorized.
| CINEDIGM CORP. | ||
| Dated: September 21, 2021 | By: |
/s/ Gary S. Loffredo |
| Gary S. Loffredo President, Chief Operating Officer, President of Digital Cinema, General Counsel and Secretary | ||
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