SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 16, 2020
(Date of earliest event reported)
(Exact name of registrant as specified in
|(State or other jurisdiction
|(Commission File Number)
|237 West 35th Street, Suite 605, New York, New York
|(Address of principal executive offices)
(Registrant’s telephone number, including
(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
||Name of each exchange on which registered|
|Class A Common Stock
||Nasdaq Global Market|
|Item 1.01||Entry into a Definitive Material Agreement.|
On July 16, 2020, Cinedigm Corp. (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreements”) with certain investors (the “Investors”)
for the purchase and sale of 7,213,334 shares (the “Shares”) of the Company’s Class A common stock, par value
$0.001 per share, at a purchase price of $1.50 per share, in a registered direct offering, pursuant to an effective shelf registration
statement on Form S-3 which was declared effective by the Securities and Exchange Commission on July 10, 2020 (File No. 333-239710)
and an applicable prospectus supplement.
The closing of the sale of the Shares under the Securities Purchase
Agreement is expected to occur on or about July 20, 2020, subject to the satisfaction of customary closing conditions. The aggregate
gross proceeds for the sale of the Shares is approximately $10.8 million.
The net proceeds to the Company from the sale of the Shares,
after deducting the fees of the placement agents but before paying the Company’s estimated offering expenses, is approximately
$10.1 million. The Company intends to use the net proceeds from the transaction for working capital and for other general corporate
purposes, which may include, among other things, working capital, product development, acquisitions, capital expenditures, and
other business opportunities.
The Securities Purchase Agreement contains representations and
warranties and covenants as are customary for transactions of this type.
A.G.P./Alliance Global Partners and The Benchmark Company LLC
are acting as co-lead placement agents for the offering. The Company will pay the placement agents an aggregate cash fee equal
to 7% of the gross proceeds generated from the sale of the Shares and reimburse the Placement Agents for certain of their expenses
in an amount not to exceed $50,000.
The opinion of Kelley Drye & Warren LLP regarding the validity
of the Shares sold in the Offering is attached hereto as Exhibit 5.1.
On July 16, 2020, the Company issued a press release announcing
the offering, a copy of which is attached hereto as Exhibit 99.1.
The foregoing description of the Securities Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full
text thereof, a copy of which is filed herewith as Exhibit 10.1.
||Financial Statements and Exhibits.|
Forward Looking Statements.
The Items discussed in this Current Report on Form 8-K and the
exhibits thereto contain forward-looking statements. All statements other than statements of historical fact are “forward-looking
statements” for purposes of this Current Report on Form 8-K. These forward-looking statements may include, but are not limited
to the amount and use of the expected net proceeds from the sale of the Company’s Class A common stock. In some cases, forward-looking
statements may be identified by terminology such as “believe,” “may,” “will,” “should,”
“predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “would,” “project,” “plan,”
“expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking
The Company has based these forward-looking statements largely
on its current expectations and projections about future events and trends that the Company believes may affect its financial condition,
results of operations, business strategy, research and development, short-term and long-term business operations and objectives
and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including
those described herein and in the “Risk Factors” sections and elsewhere in each of the prospectus supplement filed
in connection with the sale of the Company’s Class A common stock described herein. Moreover, the Company operates in a very
competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for the Company’s
management to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
it may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in
this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or
implied in the forward-looking statements.
The Company undertakes no obligation to update publicly any
forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes
in our expectations, except as required by law.
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.
|Dated: July 16, 2020
Gary S. Loffredo|
||Gary S. Loffredo|
||Chief Operating Officer, President of Digital Cinema,|
||General Counsel and Secretary|