Cineverse Corp 8-K, filed Jan 26, 2021
Cineverse Corp. (CNVS)
About this 8-K
Cineverse Corp filed this 8-K on January 26, 2021, reporting on events of January 21, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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
January 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 1.01 | Entry into a Material Definitive Agreement. |
On January 21, 2021, Cinedigm Corp. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with a holder of notes under its Second Lien Loan Agreement dated as of July 14, 2016 among the Company, the lenders party thereto, and Cortland Capital Market Services LLC, as Agent (“Second Lien Notes”). Pursuant to the Exchange Agreement, the Company issued an aggregate of 1,247,626 shares of its Class A common stock, par value $0.001 per share (the “Common Stock”) in exchange for an aggregate of $1,289,650.37 of principal amount of Second Lien Notes. The exchanged Second Lien Notes were immediately cancelled. The exchange was consummated on January 21, 2021.
The foregoing description of the Exchange Agreement is qualified in its entirety by reference to such agreement, which will be filed in accordance with SEC rules and regulations.
On January 25, 2021, the Company issued a press release relating to the reduction of debt described in this Current Report on Form 10-K, which press release is attached hereto as Exhibit 99.1.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 above is incorporated herein by reference. The shares of Common Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Section 3(a)(9)”).
In two separate exchanges with another holder of Second Lien Notes, on January 14, 2021 and January 21, 2021, the Company issued 689,500 shares and 580,448 shares of Common Stock in exchange for $500,000 and $600,000 principal amount, respectively, of Second Lien Notes. The exchanged Second Lien Notes were immediately cancelled. The shares of Common Stock were issued pursuant to Section 3(a)(9).
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | EXHIBIT INDEX |
| Exhibit No. | Description | |
| 99.1 | Press release dated January 25, 2021. |
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: January 26, 2021 | By: |
/s/ Gary S. Loffredo |
| Gary S. Loffredo Chief Operating Officer, President of Digital Cinema, General Counsel and Secretary | ||
Exhibit 99.1
In Latest Debt Reduction Moves, Company Completes Second Lien Note Exchanges To Further Reduce Debt by a total of $2.4 Million
Los Angeles, January 25, 2021 – Cinedigm Corp. (NASDAQ: CIDM) announced today that it has exchanged certain of its outstanding second lien notes for newly-issued shares of its common stock. On January 21, 2021, Cinedigm issued 1,247,626 shares of common stock to a holder of $1,289,650.37 principal amount of second lien notes, which notes were immediately cancelled.
In two separate exchanges with another holder of second lien notes, on January 14, 2021 and January 21, 2021, the Company issued 689,500 shares and 580,448 shares of common stock in exchange for $500,000 and $600,000 principal amount, respectively, of second lien notes, which notes were immediately cancelled.
As a result of those exchanges, which reduced debt by a total of $2.4 million, the remaining second lien note balance is now approximately $3.7 million, down $7.6 million, or 68%, from the original $11.3 million second lien note balance following Cinedigm’s aggressive ongoing efforts to reduce debt and interest costs.
This reduction in second lien loans is the latest step in Cinedigm’s initiative to dramatically reduce its debt and interest expense. Since December 31, 2019, the Company has reduced overall debt by $31.3 million, or 61%. Over this period, the Company converted $15 million in convertible notes to equity at $1.50 per share, reduced second lien loans from $8.1 million to $3.7 million, a 55% or $4.5 million reduction, reduced our asset-based revolving loan by $13.5 million, or 85%, to $2.4 million, and reduced non-recourse legacy cinema equipment business debt by $523 thousand to a current balance of $12 million.
“We continue to focus on efforts to reduce our debt and reduce our annual interest expenses. This successful reduction in our second lien note balance further strengthens our balance sheet and supports our recently announced streaming rollup strategy,” said Gary Loffredo, Cinedigm’s President and Chief Operating Officer. “We will continue to aggressively seek more opportunities to further reduce our second lien and other debt balances.”
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. For more information, visit http://www.cinedigm.com.
Press Contact for CIDM:
Jill Calcaterra
310-466-5135
jcalcaterra@cinedigm.com