Filing Analysis
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three months ended June 30, 2026. The filing serves as a formal notification that earnings data is being made public via press release.
📋 Key Facts
- Report date: August 13, 2026
- Reporting period: Three months ended June 30, 2026
- The filing includes a press release as Exhibit 99.1 regarding financial results.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three and twelve months ended March 31, 2026.
📋 Key Facts
- The filing is a standard announcement of quarterly/annual financial results (Item 2.02).
- Reporting period covers the three and twelve months ended March 31, 2026.
- The announcement was made via press release on June 26, 2026.
Cineverse Corp. announced the departure of CFO Mark Lindsey, effective May 10, 2026, and the establishment of a consulting agreement to ensure a transition of financial services.
🚩 Red Flags
- CFO departure is generally a high-risk signal for micro-cap companies, as it indicates potential instability in financial reporting or management transition risk.
📋 Key Facts
- Mark Lindsey transitioned out of the CFO role on May 10, 2026.
- The company entered into a Separation Letter (dated May 8, 2026) and a Consulting Agreement (dated May 9, 2026).
- Mr. Lindsey will receive base pay equivalent for 12 months in equal monthly installments.
- The Consulting Agreement allows for continued vesting of restricted stock units (RSUs) through September 13, 2027.
- The the filing was signed by Gary S. Loffredo, Chief Legal Officer.
Cineverse Corp. entered into an exchange agreement with OCI-Cinedigm, LLC to convert 3.118 shares of Series A Preferred Stock into up to 1,500,000 shares of Class A Common Stock. The exchange will occur in five equal tranches starting May 1, 2026, with the conversion ratio determined by a 5-day volume-weighted average price (VWAP).
🚩 Red Flags
- Potential dilution of common shareholders by up to 1,500,000 shares.
- VWAP-based pricing mechanism can result in higher dilution if the stock price trends downward during the exchange period.
📋 Key Facts
- Agreement date: April 27, 2026.
- Counterparty: OCI-Cinedigm, LLC, a holder of Series A Preferred Stock.
- The exchange involves 3.118 shares of Preferred Stock.
- The conversion is structured in five equal tranches commencing May 1, 2026.
- The number of common shares is capped at 1,500,000.
- Pricing is based on the 5-day VWAP ending on the trading day preceding each exchange.
- Shares are issued under the Section 3(a)(9) exemption of the Securities Act.
Cineverse Corp. announced a CFO transition where Mark Lindsey will step down on May 10, 2026, and be succeeded by Sean McCabe effective April 20, 2026. Mr. McCabe is a former Corporate Controller of the company and brings experience from PwC and Fulgent Genetics.
📋 Key Facts
- Mark Lindsey will transition out of the CFO role effective May 10, 2026, and is expected to enter a consulting agreement with the company.
- Sean McCabe (age 40) is appointed as the new CFO effective April 20, 2026.
- Mr. McCabe previously served as Cineverse's VP and Corporate Controller in 2023 and 2024.
- McCabe's compensation includes an annual base salary of $340,000 and a target bonus of 50% of base salary.
- McCabe received 50,000 RSUs vesting over three years (2027-2029).
- Severance terms include 12 months of base salary for termination without cause, or 2x (salary + target bonus) if terminated following a Change in Control.
Cineverse Corp. filed an 8-K to announce its financial results for the three and nine months ended December 31, 2025. The filing serves as a formal notification of the release of quarterly/periodical earnings data.
📋 Key Facts
- Report date: February 17, 2026
- Reporting period covered: Three and nine months ended December 31, 2025
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- The information provided under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
Cineverse Corp. announced a dual-track transaction involving the $22 million acquisition of IndiCue, Inc. and the simultaneous issuance of $13 million in convertible notes to fund the cash portion of the deal. The filing includes significant potential dilution via conversion rights and registration rights agreements.
🚩 Red Flags
- Significant potential dilution due to the $2.00 conversion price on $13M in new debt.
- High interest rate (9%) for a micro-cap company, indicating higher perceived risk by lenders.
- The notes rank junior to existing secured debt with East West Bank.
- Inclusion of 'change of control' premium (120% principal) for noteholders.
📋 Key Facts
- Acquisition of IndiCue, Inc. for a total consideration of $22,000,000 (comprising $12.8M cash and $9.2M in Class A Common Stock).
- Issuance of $13,000,000 in convertible notes with a 4-year maturity or event of default.
- Convertible notes carry a 9% annual interest rate, payable in cash or stock at the holder's discretion.
- Notes feature a conversion price of $2.00 per share.
- The company issued warrants alongside the notes to compensate for prepayment/early redemption.
- Registration rights agreements were entered into with both the acquisition sellers and the note investors.
Cineverse Corp. entered into an agreement to sell 1,500,000 shares of Class A common stock at $2.00 per share in a public offering. The company intends to use the approximately $3 million gross proceeds for working capital and content acquisition/development.
🚩 Red Flags
- Dilutive offering: Issuance of new common stock dilutes existing shareholders.
- Low share price: Pricing at $2.00 per share is characteristic of micro-cap companies seeking immediate liquidity.
- Small capital raise: The total gross proceeds ($3M) are relatively small, suggesting a need for frequent capital infusions.
📋 Key Facts
- Offering size: 1,500,000 shares of Class A common stock.
- Price per share: $2.00.
- Aggregate gross proceeds: Approximately $3.0 million.
- Underwriter: The Benchmark Company, LLC.
- Option Shares: Underwriter exercised its option to purchase an additional 225,000 shares in full on February 13, 2026.
- Expected closing date: On or about February 17, 2026.
- Use of proceeds: Working capital and content acquisition/development.
Cineverse Corp. announced a dual-track strategic move: the $22 million acquisition of CTV monetization platform IndiCue and a concurrent $13 million convertible note offering to fund the cash portion of the deal. The company also reported preliminary Q4 2025 results showing revenue between $15M-$17M and positive Adjusted EBITDA.
🚩 Red Flags
- Significant dilution risk: The convertible notes allow investors to convert into common stock, and the IndiCue deal includes a potential equity component.
- Debt Seniority: The new Notes rank junior to existing secured debt (East West Bank).
- Complex Conversion Terms: Includes a 'Nasdaq Minimum Price' floor for conversion and specific tranche-based company call rights.
- Multiple 8-K items in one filing (1.01, 2.02) indicating significant corporate activity/complexity.
📋 Key Facts
- Acquisition of IndiCue, Inc. for a total purchase price of $22,000,000 (subject to adjustments).
- IndiCue deal structure: $12.8M cash at closing and $9.2M in cash or Class A Common Stock (pending stockholder approval).
- Issued $13,000,000 in convertible notes with a 9% annual interest rate.
- Notes maturity is set for the earlier of four years from issuance or an event of default.
- Investors have the right to designate one non-voting board observer under limited circumstances.
- Preliminary Q4 2025 revenue estimated at $15M - $17M; Adjusted EBITDA estimated at $2.0M - $3.0M.
Cineverse Corp. announced the acquisition of Giant Worldwide on January 7, 2026, followed by the announcement of a new leadership team for the acquired entity on January 12, 2026.
📋 Key Facts
- Acquisition of Giant Worldwide announced via press release on January 7, 2026.
- Leadership team for Giant Worldwide announced via press release on January 12, 2026.
- Filing includes Exhibits 99.1 and 99.2 containing the respective press releases.
Cineverse Corp. held its Annual Meeting of Stockholders on November 20, 2025, resulting in the election of four directors and the ratification of EisnerAmper LLP as independent auditors. The company also successfully amended its 2017 Equity Incentive Plan to increase available share capacity by 1 million shares.
🚩 Red Flags
- Mixed results on executive compensation: While the frequency of voting was approved, the non-binding 'Say-on-Pay' vote saw significant opposition (approx. 39% against).
📋 Key Facts
- Increased authorized shares under the 2017 Equity Incentive Plan from 2,504,913 to 3,504,913 (an increase of 1,000,000 shares).
- Four directors elected: Christopher J. McGurk, Peter C. Brown, Mary Ann Halford, and Patrick W. O’Brien.
- Ratified EisnerAmper LLP as independent auditors for the fiscal year ending March 31, 2026.
- Stockholders approved an amendment to the frequency of advisory votes on executive compensation (Proposal 3) with a majority preference for annual voting until at least 2031.
- Non-binding 'Say-on-Pay' vote (Proposal 2) received 2,794,055 votes in favor and 1,808,211 against.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three and six months ended September 30, 2025. The filing serves as a formal notification that earnings data is being made public via press release.
📋 Key Facts
- Report date: November 14, 2025
- Reporting period covered: Three and six months ended September 30, 2025
- The filing includes a press release as Exhibit 99.1 regarding financial results.
Cineverse Corp. announced a new employment agreement for its Chief Financial Officer, Mark Lindsey, effective as of September 14, 2025. The agreement supersedes his previous contract and outlines updated compensation terms through September 2027.
🚩 Red Flags
- Significant severance/change-in-control liabilities (double-trigger) for the CFO.
📋 Key Facts
- Mark Lindsey will continue to serve as Chief Financial Officer (CFO).
- The new employment agreement is effective as of September 14, 2025, and expires on September 13, 2027.
- Annual base salary is set at $350,000.
- Target bonus opportunity under the Management Annual Incentive Plan (MAIP) is $175,000.
- Grant of 71,699 restricted stock units (RSUs) under the 2017 Equity Incentive Plan.
- Severance terms include 12 months' base salary for termination without Cause or resignation for Good Reason.
- Double-trigger change in control provision: lump sum payment equal to 2x annual base salary plus target bonus if a CIC Termination occurs within two years of a Change in Control.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three months ended June 30, 2025. The filing serves as a formal notification that earnings data is being made public via a press release.
📋 Key Facts
- Report date: August 14, 2025
- Reporting period: Three months ended June 30, 2025
- The filing includes Exhibit 99.1 containing the official press release regarding financial results.
Cineverse Corp. issued an 8-K to announce the release of its financial results for the three and twelve months ended March 31, 2025.
📋 Key Facts
- Report date: June 27, 2025
- Reporting period covered: Three and twelve months ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) regarding financial results.
Cineverse Corp. announced a new employment agreement for Antonio Huidor as President of Technology and Chief Product Officer, effective May 1, 2025. The agreement supersedes his previous contract and outlines updated compensation and severance terms.
🚩 Red Flags
- Significant severance package triggered by 'Change in Control' or non-renewal of term, which could create misalignment during M&A activity.
📋 Key Facts
- Effective date of new agreement: May 1, 2025.
- Term ends April 30, 2027, with automatic one-year renewals.
- Annual base salary set at $430,000.
- Target bonus opportunity (MAIP) of $301,000.
- Grant of 76,820 Restricted Stock Units (RSUs) under the 2017 Equity Incentive Plan.
- Severance: 12 months' base salary for termination without Cause or resignation for Good Reason; double compensation (Base + Target Bonus) in the event of a Change in Control within two years.
Cineverse Corp. entered into new employment agreements for its CEO, President/CSO, and Chief Legal Officer, effective May 1, 2025. The filings replace previous agreements with terms extending through April 30, 2027.
🚩 Red Flags
- Significant change-in-control (CIC) payouts: CEO is entitled to a lump sum of 3x base salary + target bonus if terminated within 2 years of a CIC or if the company chooses not to renew his term.
📋 Key Facts
- CEO Christopher J. McGurk: New agreement effective May 1, 2025; $650k base salary; $650k target bonus; 120,000 RSUs vesting over 3 years.
- President/CSO Erick Opeka: New agreement effective May 1, 2025; $475k base salary; $356,250 target bonus; 94,550 RSUs.
- CLO Gary Loffredo: New agreement effective May 1, 2025; $460k base salary; $322k target bonus; 76,820 RSUs.
- All agreements include automatic one-year renewals and specific severance/change-in-control provisions.
Cineverse Corp. entered into a Second Amended and Restated Loan Agreement with East West Bank to amend its existing credit facility. The agreement provides for a revolving credit facility of up to $12,500,000 (expandable to $15,000,000) maturing in April 2028.
🚩 Red Flags
- The company is securing the loan with its intellectual property (Trademarks and Copyrights), which are core assets for a media company.
- Use of proceeds includes repayment of expenses from prior agreements, indicating ongoing debt restructuring/management.
📋 Key Facts
- Entered into Second Amended and Restated Loan Agreement with East West Bank on April 8, 2025.
- Credit facility maximum: $12,500,000 revolving; potentially up to $15,000,000 at bank discretion.
- Maturity date set for April 8, 2028.
- Interest rate is Prime Rate + 1.25%.
- Security includes a first priority perfected security interest in all collective assets (excluding certain digital cinema assets) via Trademark and Copyright Security Agreements.
Cineverse Corp. announced that its Board of Directors has approved the renewal of a stock repurchase program. The company intends to purchase up to an additional 500,000 shares of Class A common stock.
📋 Key Facts
- Board approval date: February 28, 2025
- Repurchase volume: Up to 500,000 additional shares of Class A common stock
- Program expiration date: March 31, 2026 (unless modified)
- Methods of acquisition: Open market repurchases (Rule 10b-18), privately negotiated transactions, and other discretionary transactions.
Cineverse Corp. filed an 8-K to announce its financial results for the three and nine months ended December 31, 2024. The filing serves as a formal notification of the release of quarterly/periodical earnings data.
📋 Key Facts
- Report date: February 13, 2025
- Reporting period: Three and nine months ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- The information provided under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
Cineverse Corp. reported the results of its Annual Meeting of Stockholders held on December 30, 2024, and an amendment to its 2017 Equity Incentive Plan. All management nominees were elected to the Board, and shareholders approved executive compensation and auditor ratification.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Annual Meeting held on December 30, 2024.
- Four directors (Christopher J. McGurk, Peter C. Brown, Mary Ann Halford, Patrick W. O’Brien) were elected to the Board of Directors.
- Shareholders approved an amendment to the 2017 Equity Incentive Plan to increase authorized shares from 2,054,913 to 2,504,913.
- EisnerAmper LLP was ratified as independent auditors for the fiscal year ending March 31, 2025.
- Shareholders approved executive compensation via a non-binding vote.
Cineverse Corp. is filing a prospectus supplement to register shares issuable upon the exercise of existing warrants. This is a registration of previously issued securities rather than a new capital raise, triggered by the current stock price ($3.71) being above the $3.00 exercise price.
🚩 Red Flags
- Potential dilution for existing shareholders if warrants are exercised at $3.00.
📋 Key Facts
- The filing relates to 2,666,667 shares of Class A common stock issuable upon exercise of Common Warrants.
- Warrants were originally sold on June 16, 2023.
- Exercise price is $3.00 per share.
- The last reported sale price of CNVS was $3.71 per share (as of Nov 21, 2024).
- Warrants expire on the five-year anniversary of their issuance.
- Registration is being performed via a shelf registration statement on Form S-3.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three and six months ended September 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly/semi-annual financial results (Item 2.02).
- Reporting period covers the three and six months ended September 30, 2024.
- The company issued a press release on November 14, 2024, which is attached as Exhibit 99.1.
Cineverse Corp. has been notified by Nasdaq that it has successfully regained compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.
📋 Key Facts
- Notification date: October 21, 2024
- Compliance status: Regained compliance with the $1.00 bid price requirement
- Exchange: Nasdaq Capital Market
Cineverse Corp. entered into an amendment to its existing Loan, Guaranty and Security Agreement with East West Bank. The amendment extends the maturity date of the loan to September 15, 2025, and modifies certain definitions and covenants.
🚩 Red Flags
- Extension of debt maturity suggests the company required more time to meet repayment obligations or improve liquidity position.
📋 Key Facts
- Amendment (EWB Amendment) executed on August 9, 2024.
- Maturity date extended to September 15, 2025.
- Counterparty is East West Bank (EWB).
- The amendment includes adjustments to certain definitions and financial covenants.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three months ended June 30, 2024.
📋 Key Facts
- The filing was made on August 14, 2024.
- The report pertains to the quarterly period ending June 30, 2024.
- Financial results were communicated via a press release attached as Exhibit 99.1.
Cineverse Corp. filed an 8-K to furnish an updated investor presentation via its website and as Exhibit 99.1. This is a standard regulatory disclosure used to provide non-public material information to all investors simultaneously under Regulation FD.
📋 Key Facts
- The company posted an investor presentation to its website on July 16, 2024.
- The presentation is intended for use at conferences and in meetings with investors and analysts.
- Information is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
Cineverse Corp. received a Bid Price Notice from Nasdaq because its Class A common stock failed to maintain a minimum bid price of $1.00 per share for the last 30 consecutive business days.
🚩 Red Flags
- Delisting notice/non-compliance with minimum bid price requirement
- Potential for reverse stock split to regain compliance if market price does not recover
📋 Key Facts
- Received 'Bid Price Notice' from Nasdaq Listing Qualifications staff on July 10, 2024.
- The deficiency is based on failure to meet Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price requirement.
- The company has a 180-day period to regain compliance, which expires on January 6, 2025.
- To regain compliance, the stock must close at or above $1.00 for at least ten consecutive business days during the 180-day window.
Cineverse Corp. announced that it has successfully satisfied the requirements of its Nasdaq 'Panel Monitor' period as of July 1, 2024. The company is now in full compliance with applicable Nasdaq Listing Rules.
🚩 Red Flags
- Historical delisting risk (implied by the existence of the Nasdaq Panel Monitor).
📋 Key Facts
- The Company was notified by Nasdaq on July 3, 2024, regarding its compliance status.
- Compliance was achieved following the end of the 'Panel Monitor' period on July 1, 2024.
- The monitor period was previously announced as part of a regulatory requirement to maintain listing.
Cineverse Corp. filed an 8-K to announce the release of its financial results for the three and twelve months ended March 31, 2024.
📋 Key Facts
- Report date: July 1, 2024
- Reporting period covered: Three and twelve months ended March 31, 2024
- The filing includes a press release (Exhibit 99.1) regarding financial results.
Cineverse Corp. entered into a new 'at the market' (ATM) sales agreement with A.G.P./Alliance Global Partners and The Benchmark Company, LLC. This agreement allows the company to sell up to $15 million of Class A common stock from time to time to provide financial flexibility.
🚩 Red Flags
- Potential for immediate share dilution to existing shareholders through the ATM program.
📋 Key Facts
- Entered into a Sales Agreement on May 3, 2024.
- Maximum aggregate offering price: $15 million.
- Sales Agents: A.G.P./Alliance Global Partners and The Benchmark Company, LLC.
- Commission rate: 3.00% of the aggregate gross proceeds from each sale.
- The agreement replaces a previous ATM agreement with B. Riley Financial, Inc. that had expired.
- Sales will be conducted via 'at the market' offering methods under Rule 415(a)(4).
Cineverse Corp.'s subsidiary, Cineverse Terrifier LLC, entered into a $3.666 million term loan agreement with BondIt LLC to fund distribution arrangements for the film 'Terrifier 3'. The deal includes significant royalty participation for the lender and requires an amendment to the company's existing credit facility with East West Bank.
🚩 Red Flags
- High cost of capital: Lender receives 1.75x return via royalty participation, which is significantly more expensive than standard debt.
- Immediate non-cash expense: $576,000 in interest was deemed earned immediately upon closing.
- Substantial encumbrance: The loan is secured by first priority interest in the film's distribution rights.
📋 Key Facts
- Principal amount of T3 Loan: up to $3,666,000.
- Maturity date: April 1, 2025 (with a potential 120-day extension).
- Immediate interest advance: $576,000 deemed earned at closing on April 5, 2024.
- Lender entitlement: 15% of all royalties from the Film until lender receives 1.75x the commitment amount ($3,666,000 + interest/fees).
- Security: First priority interest in T3 Borrower's rights and interests in 'Terrifier 3'.
- Guaranty: Cineverse Corp. provided a guarantee capped at $1,500,000.
- Intercreditor status: The guaranty is subordinated to the company's credit facility with East West Bank.
Cineverse Corp. filed an 8-K to furnish an investor presentation via its website on March 20, 2024. This is a routine disclosure under Regulation FD intended for use in conferences and analyst meetings.
📋 Key Facts
- The company posted an updated investor presentation to its website (www.cineverse.com) on March 20, 2024.
- The information is provided pursuant to Item 7.01 of Form 8-K (Regulation FD Disclosure).
- The disclosure is 'furnished' rather than 'filed,' meaning it is not subject to the liabilities of Section 18 of the Exchange Act.
Cineverse Corp. announced that its Board of Directors has approved the renewal of a stock repurchase program. The program allows for the acquisition of up to 500,000 shares of Class A common stock.
📋 Key Facts
- Board approved renewal of previously approved stock repurchase program on February 29, 2024.
- The program is authorized to purchase up to an aggregate of 500,000 shares of Class A common stock.
- Repurchases may occur via open market repurchases (Rule 10b-18), private negotiations, or other transactions.
- The program is set to expire on March 1, 2025, unless modified by the Board.
Cineverse Corp. filed an 8-K to announce its financial results for the three and nine months ended December 31, 2023. The filing serves as a formal notification of the release of quarterly earnings data.
📋 Key Facts
- Report date: February 14, 2024
- Reporting period: Three and nine months ended December 31, 2023
- The filing includes Exhibit 99.1 containing the press release of financial results.