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EX-99.1 - EXHIBIT 99.1 - Cinedigm Corp.tm2024989d1_ex99-1.htm
EX-10.1 - EXHIBIT 10.1 - Cinedigm Corp.tm2024989d1_ex10-1.htm
EX-5.1 - EXHIBIT 5.1 - Cinedigm Corp.tm2024989d1_ex5-1.htm






Washington, DC 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


July 16, 2020

(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)



(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 1.01Entry 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.





Item 9.01 Financial Statements and Exhibits.




Exhibit No.   Description  
5.1   Opinion of Kelley Drye & Warren LLP
10.1   Securities Purchase Agreement dated July 16, 2020
23.1   Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1 hereto)
99.1   Press release dated July 16, 2020


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 statements.


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