Cineverse Corp 8-K, filed Oct 12, 2021
Cineverse Corp. (CNVS)
About this 8-K
Cineverse Corp filed this 8-K on October 12, 2021, reporting on events of October 11, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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) |
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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).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 11, 2021, Cinedigm Corp. (the “Company”) amended its 2017 Equity Incentive Plan (the “Plan Amendment”) to increase the number of shares authorized for issuance thereunder from 14,098,270 to 18,098,270.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 11, 2021, the Company filed a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the “Charter Amendment”), pursuant to which the number of shares of Class A common stock authorized for issuance was increased to 275,000,000 shares.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) At the Annual Meeting of Stockholders of the Company on October 11, 2021 (the “Annual Meeting”), the stockholders of the Company voted on six proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement and all of management’s nominees were elected to our Board of Directors.
(b) Details of the voting are provided below:
Proposal 1:
To elect five (5) members of the Company’s Board of Directors to serve until the 2022 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Christopher J. McGurk | 68,077,581 | 1,080,847 | 33,359,263 | |||||||||
| Ashok Amritraj | 68,446,358 | 712,070 | 33,359,263 | |||||||||
| Peter C. Brown | 66,593,444 | 2,564,984 | 33,359,263 | |||||||||
| Patrick W. O’Brien | 66,283,862 | 2,874,566 | 33,359,263 | |||||||||
| Peixin Xu | 56,312,932 | 12,845,496 | 33,359,263 | |||||||||
Proposal 2:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve by non-binding vote, executive compensation. | 54,993,929 | 12,296,362 | 1,867,837 | 33,359,263 | ||||||||||||
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Proposal 3:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve an amendment to the Company’s 2017 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder. | 56,337,273 | 11,785,683 | 1,035,172 | 33,359,263 | ||||||||||||
Proposal 4:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve an amendment to the Company’s Certificate of Incorporation to increase the number of shares of Class A Common Stock authorized for issuance. | 84,575,299 | 16,791,011 | 1,151,081 | N/A | ||||||||||||
Proposal 5:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split, subject to the Board’s discretion. | 83,145,094 | 18,878,755 | 494,542 | N/A | ||||||||||||
Proposal 6:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To ratify the appointment of EisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2022. | 97,696,910 | 1,706,663 | 3,114,118 | N/A | ||||||||||||
| Item 7.01. | Regulation FD Disclosure. |
On October 11, 2021, the Company issued a press release containing remarks by Christopher J. McGurk, the Chairman and Chief Executive Officer of the Company, delivered at the Annual Meeting. The press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment No. 5 to the 2017 Equity Incentive Plan. | |
| 99.1 | Press release dated October 11, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 12, 2021 | By: | /s/ Gary S. Loffredo |
| Gary S. Loffredo | ||
| Chief Operating Officer, President of Digital Cinema, General Counsel and Secretary | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CINEDIGM CORP.
The undersigned, being the Chief Operating Officer 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 action duly take by the Board of Directors of the Corporation (the “Board”), the Board adopted resolutions (the “Amending Resolutions”) to further amend the Corporation’s Fifth Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), as filed with the Delaware Secretary of State on October 31, 2017; | |
| 2. | Pursuant to a majority action by the Corporation’s Shareholders in accordance with Section 228 of the DGCL, the holders of the Corporation’s outstanding capital stock approved the Amending Resolutions; and |
| 3. | The Amending Resolutions were duly adopted in accordance with Section 242 of the DGCL. |
NOW, THEREFORE, to effect the Amending Resolutions, Section 4.1 of the Certificate of Incorporation shall be deleted in its entirety and replaced as follows:
“Section 4.1 Authorized Shares.
The total number of shares of capital stock that the Corporation shall have authority to issue is two hundred ninety million (290,000,000) shares as follows: (i) two hundred seventy-five million (275,000,000) shares of common stock, of which two hundred seventy-five million (275,000,000) shares shall be Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”); and (ii) fifteen million (15,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) of which twenty (20) shares shall be “Series A Preferred Stock,” and fourteen million nine hundred ninety-nine thousand nine hundred eighty (14,999,980) of which the Board of Directors shall have the authority by resolution or resolutions to fix all of the powers, preferences and rights, and the qualifications, limitations and restrictions of the Preferred Stock permitted by the Delaware General Corporation Law and to divide the Preferred Stock into one or more class and/or classes and designate all of the powers, preferences and rights, and the qualifications, limitations and restrictions of each class permitted by the Delaware General Corporation Law.”
Except as specifically set forth herein, the Certificate of Incorporation shall not be amended, modified or otherwise altered by this Certificate of Amendment.
* * *
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of Cinedigm Corp. to be signed by Gary S. Loffredo, its Chief Operating Officer, this 11th day of October, 2021, who acknowledges that the foregoing is the act and deed of the Corporation and that the facts stated herein are true.
| By: | /s/ Gary S. Loffredo | |
| Name: | Gary S. Loffredo | |
| Title: | President, Chief Operating Officer, General Counsel and Secretary |
Exhibit 10.1
AMENDMENT NO. 5
TO
CINEDIGM CORP. 2017 EQUITY INCENTIVE PLAN
AMENDMENT NO. 5, dated as of October 11, 2021 (this “Amendment”), to the 2017 Equity Incentive Plan (as amended, the “Plan”) of Cinedigm Corp., a Delaware corporation (the “Corporation”).
WHEREAS, the Corporation maintains the Plan, effective as of August 31, 2017; and
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan in order to increase the maximum number of shares of the Corporation’s Class A Common Stock, par value $.001 per share, which may be issued and sold under the Plan from 14,098,270 shares to 18,098,270 shares.
NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1. The first sentence of Section 4.1(a) shall be revised and amended to read as follows:
“The maximum number of Shares available for issuance to Participants under this Plan, inclusive of Shares issued and Shares underlying outstanding awards granted on or after the Effective Date, is 18,098,270 Shares, which includes 128,270 unused Shares carried over from the Existing Incentive Plan.”
2. This Amendment shall be effective as of the date first set forth above.
3. In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
| CINEDIGM CORP. | ||
| By: | /s/ Gary S. Loffredo | |
| Name: | Gary S. Loffredo | |
| Title: | President, Chief Operating Officer, General Counsel and Secretary | |
Exhibit 99.1
Cinedigm Chairman and CEO Chris McGurk Highlights Positive Business Results at Annual Stockholder Meeting
LOS ANGELES — (October 11, 2021) — Cinedigm Corp. (NASDAQ: CIDM), the leading independent streaming entertainment company super-serving enthusiast fan bases, today released comments by Chris McGurk, Chairman and CEO, highlighting the Company’s positive business results at the Annual Stockholder Meeting held on October 11, 2021.
Comments:
“Although I presented a business update when we last spoke less than 3 weeks ago, I did not want to miss the opportunity to address our stockholders once again today, because our remarkable business progress has continued unabated.
In just the last 20 days we announced several key initiatives to further drive our streaming business forward:
| ● | We added six more of our streaming channels to Dish Network’s Sling TV, including the Bob Ross and Real Madrid channels; |
| ● | We relaunched our independent cinema channel Fandor, called the “Netflix of indie film” by the Wall Street Journal, with a new look, much wider distribution footprint and hundreds of new films and series; We also added enhanced community features like podcasts and the revived editorial site Keyframe, all powered by our proprietary, industry-leading Matchpoint technology; |
| ● | We announced a partnership with the iconic choreographer and pop culture influencer Laurieann Gibson – to launch the BOP channel, the first-ever streaming channel devoted to all things Dance. Laurieann has developed the visual style for dozens of the world’s largest artists and will bring her decades of experience building iconic brands to bear with this new global streaming service; |
| ● | We announced a partnership with Artificial Intelligence pioneer Papercup to help take the incredibly successful Bob Ross streaming channel global using Papercup’s AI dubbing technology; and, |
| ● | Just today we announced the continuation of our very successful distribution partnership with Crown Media Family Networks, the Hallmark Channel, which for years has been a premiere supplier of quality family entertainment to audiences around the world. |
It’s very likely that this heavy volume of quality deal flow will continue for the foreseeable future.
With a successful portfolio of more than two dozen targeted enthusiast streaming channels, a huge distribution footprint into more than 1 billion streaming devices, a distribution library of more than 40,000 hours of quality film and TV content and our industry leading Matchpoint streaming technology, Cinedigm is a clear top choice for branded partners and companies looking to enter the streaming space quickly, effectively and successfully. So, look for our stream of new initiatives and partnerships to continue…..and also stay tuned for some very interesting Cinedigm NFT news as well.
Also we expect our recent record growth to continue. Having just reported 2 quarters in a row of triple digit streaming revenue growth, and having booked net income of over $5 million last quarter, we once again had a very strong fiscal second quarter even though it is a seasonally slow period. We are very eager to speak with you again in November about our second quarter results ended September 30th, and rapid business progress.
With zero debt, a coveted public currency and the strongest balance sheet in our history, we will continue to pursue the successful streaming asset acquisition strategy that, in just the last 10 months, added 5 streaming channels, more than 15,000 films and TV episodes, full ownership of our proprietary Matchpoint streaming technology and a business footprint in the high growth South Asia and India markets.
Our unique competitive streaming position as the only independent media company with a vast content library, a successful 6-year track record of launching and managing streaming channels, a state-of-the-art proprietary streaming platform and a huge distribution footprint has led us to a robust queue of additional streaming acquisition targets.
Our acquisition philosophy is relatively simple: We target technology, content and streaming channel assets that we believe 100% support and build our streaming future. We focus on accretive acquisitions that can immediately benefit from our infrastructure, technology, content and distribution to ensure synergies and growth. We will only buy assets at multiples far below our own projected trading multiples, with a focus on our own proprietary deal flow. Much like companies that have grown rapidly via M&A like Zynga and Cisco, we view our competencies in M&A and our platform approach to be a significant competitive advantage.
So, let me underscore that we are only making accretive acquisitions and we will finance those deals as appropriate to ensure that outcome. And we will smartly raise funds to finance those deals based on specific accretive content, technology and streaming channel opportunities. We are not in the business of raising cash and stockpiling it on our balance sheet. We have turned down multiple opportunities to do that. We will only look at options to finance accretive deals in the future at the lowest possible cost of capital combined with the highest potential return to continue to create shareholder value.
I would also like to touch on the proposal to have the option to do a reverse stock split. It has no impact on our go forward strategy. As I have said previously, this was an option to give us flexibility. Now that our stock price has almost quadrupled this year and we have analyst price targets pointing considerably northward from today’s price as well as the robust deal flow and strong results we expect to report again in the near future, a reverse split option is not necessary.
I would like to thank all of our stockholders for their support.”
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About Cinedigm:
For more than twenty years, Cinedigm (NASDAQ: CIDM) has led the digital transformation of the entertainment industry. Today, Cinedigm entertains hundreds of millions of consumers around the globe by providing premium content, streaming channels and technology services to the world’s largest media, technology and retail companies. For more information, visit http://www.cinedigm.com/.
Cinedigm uses, and will continue to use, its website, press releases, SEC filings, and various social media channels, including Twitter (https://twitter.com/cinedigm), LinkedIn https://www.linkedin.com/company/cinedigm/), Facebook (https://facebook.com/Cinedigm), StockTwits (https://stocktwits.com/CinedigmCorp) and the Company website (www.cinedigm.com) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases, SEC filings, and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases, SEC filings and on the social media channels identified above, as such information could be deemed to be material information.
Contacts:
DKC Public Relations
cinedigm@dkcnews.com
High Touch Investor Relations
Cinedigm@htir.net
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