8-K

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 15, 2022

(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.)

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)

264 West 40^th Street, New York, NY 10018

(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 September 15, 2022, Cinedigm Corp. (the “Company”) entered into an Amended and Restated Loan, Guaranty and Security Agreement, by and between the Company, East West Bank (“EWB”) and the Guarantors named therein, which are certain subsidiaries of the Company (the “Loan Agreement”). The Loan Agreement amended and restated the original loan, guaranty and security agreement, which was entered into on March 30, 2018 (and amended from time to time, the “Prior Loan Agreement”). The Loan Agreement provides for a credit facility (the “Credit Facility”) consisting of a maximum of $5,000,000 in revolving loans at any one time outstanding and having a maturity date of September 15, 2023, which may be extended for one successive period of one year at the sole discretion of EWB so long as certain conditions are met.

Advances under the Credit Facility will bear interest on the outstanding daily balance at a rate equal to one and fifty one-hundredths of one percent (1.50%) above the Prime Rate (as defined in the Loan Agreement). The proceeds of the Credit Facility will be used for the one-time repayment at closing of expenses incurred in connection with the Prior Loan Agreement; payment of interest, legal fees and bank fees; and working capital needs and general corporate purposes, including opportunistic content acquisitions. The Loan Agreement contains customary covenants, representation and warranties and events of default.

The Loan Agreement also requires certain of the Company’s existing and future direct and indirect domestic subsidiaries (the “Guarantors”), to guarantee the obligations thereunder. Subject to certain customary exceptions, all such obligations are to be secured by a first priority perfected security interest in all of the collective assets of the Company, other than certain of Company’s and the Guarantors’ digital cinema assets. In addition to the Loan Agreement, such security interests are evidenced by the Trademark Security Agreement dated as of September 15, 2022 by and between EWB and each of the Company and the Guarantors named in the Loan Agreement and the Copyright Security Agreement dated as of September 15, 2022 by and between EWB and each of the Company and the Guarantors named in the Loan Agreement.

The foregoing descriptions of the Loan Agreement, the Trademark Security Agreement and the Copyright Security Agreement are qualified in their entirety by reference to such documents, which will be filed in accordance with SEC rules and regulations.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 8.01 Other Events.

On September 21, 2022, the Company issued a press release announcing that it will hold its 2023 annual meeting of stockholders virtually on Thursday, November 10, 2022 at 12:00 pm ET / 9:00 am PT.

A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 21, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, 2022	By:	/s/ Gary S. Loffredo
		Gary S. Loffredo
		President, Chief Operating Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Cinedigm to Hold Annual Stockholder Meeting on November 10, 2022

LOS ANGELES, CA — (September 21, 2022) — Cinedigm Corp. (NASDAQ: CIDM), a premier streaming and entertainment company super-serving enthusiast fan bases, today announced that the Company will hold its Annual Stockholder Meeting on Thursday, November 10, 2022.

This meeting will take place virtually with details forthcoming and will include a demonstration of the Company’s next-generation streaming service, Cineverse, which is powered by the industry-leading, proprietary Matchpoint technology.

“We are looking forward to connecting with our stockholders on November 10th to review Cinedigm’s positive business momentum, financial results and unique content, streaming channel and technology strategy,” said Cinedigm Chairman and CEO Chris McGurk.

He added, “We will be making our proxy statement for the Meeting available soon and I want to be clear with our stockholders that we will not be placing a reverse split provision on the proxy ballot. We believe the Company will have significant additional time to meet NASDAQ compliance requirements and intend to pursue initiatives during that period to address the issue. We think the best way to deal with the NASDAQ listing minimum price issue is to continue to work to get our valuation back where it belongs and where we were trading before, well above $1 per share.

“We believe that our continued strong business results combined with our high potential new initiatives like Cinedigm’s recently announced streaming super-channel, Cineverse, will also have a positive impact on our share price as investors recognize the soundness of our unique business strategy and how our equity is currently so extremely undervalued.”

###

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. 

About Cineverse 

Cineverse is your ticket to a world of entertainment delights, thrilling filmmaker discoveries, and more. In a world where algorithms steer viewers towards the predictable, Cineverse will buck that trend with a focus not only on passionate curation but also by leveraging Cinedigm's Matchpoint technology to provide content recommendations based on real-time feedback from viewers. From artfully entertaining American indies to the boldest in global film and television, emerging voices, and non-fiction storytelling, Cineverse's library of world-class, on-demand content, and lineup of free linear channels, will reward the curious and adventurous.

Press Contacts for Cinedigm:

Don Ciaramella / Matt Biscuiti (New York)

Kevin Broderick (Los Angeles)

The Lippin Group for Cinedigm

cinedigm@lippingroup.com

Julie Milstead

investorrelations@cinedigm.com

XML

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Entity Addresses [Line Items]
Document Type	8-K
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Document Period End Date	Sep. 15, 2022
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Entity Address, Address Line One	244 Fifth Avenue
Entity Address, Address Line Two	Suite M289
Entity Address, City or Town	New York
Entity Address, State or Province	NY
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
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Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	264 West 40
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