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EX-99.1 - EXHIBIT 99.1 - Chicken Soup for the Soul Entertainment, Inc.tm2024920d1_ex99-1.htm
EX-1.1 - EXHIBIT 1.1 - Chicken Soup for the Soul Entertainment, Inc.tm2024920d1_ex1-1.htm
















Date of Report (Date of earliest event reported): July 13, 2020


Chicken Soup for the Soul Entertainment Inc.
(Exact Name of Registrant as Specified in Charter)


Delaware   001-38125   81- 2560811

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


132 E. Putnam Avenue, Floor 2W, Cos Cob, CT   06807
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (855) 398-0443


(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 x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 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 Ticker symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share CSSE The Nasdaq Stock Market LLC
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share CSSEP The Nasdaq Stock Market LLC







Item 1.01.Entry into a Material Definitive Agreement.


On July 13, 2020, Chicken Soup for the Soul Entertainment Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $21,000,000 aggregate principal amount of 9.50% Notes due 2025 (the “Firm Notes”) and up to an additional $3,150,000 aggregate principal amount of 9.50% Notes due 2025 to cover underwriter overallotments (the “Additional Notes” and together with the Firm Notes, the “Notes”). The Notes are being offered to the public at a purchase price equal to 100% of their principal amount. The Underwriters have agreed to purchase the Notes at a 5% discount to such purchase price. The Notes are being offered pursuant to a prospectus, dated July 13, 2020, which is part of the Company’s registration statement on Form S-1 (Registration No. 333-239198) declared effective by the Securities and Exchange Commission on July 10, 2020. The offering is expected to close on July 17, 2020, subject to customary closing conditions.


Ladenburg Thalmann and National Securities Corporation are acting as joint bookrunning managers of the offering, and Benchmark Company and Northland Capital Markets are acting as lead managers of the offering.


The Underwriting Agreement contains, among other provisions, customary representations, warranties, and covenants of the Company, customary conditions to closing, customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and customary termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.


The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.


Item 8.01Other Events


On July 13, 2020, the Company issued a press release announcing that it had priced the offering. The press release is attached to this Current Report as Exhibit 99.1.


Item 9.01.Financial Statements and Exhibits.




Exhibit No.Description


1.1Underwriting Agreement, dated as of July 13, 2020, between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein.


99.1Press release.







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 hereunto duly authorized.


  By: /s/ William J. Rouhana, Jr.
    Name: William J. Rouhana, Jr.
    Title:   Chief Executive Officer