Washington, DC 20549






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


December 27, 2019

(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.)


45 West 36th Street, 7th Floor, New York, New York 10018
(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 1.01 Entry into a Definitive Material Agreement.


On December 27, 2019, Cinedigm Corp. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with two shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company (“Starrise”), to buy from them an aggregate of 410,901,000 Starrise ordinary shares, or approximately 29% of the outstanding Starrise ordinary shares (the “Share Acquisition”).


The Company has agreed to issue to the sellers, as consideration, a total of 54,850,103 shares of its Class A Common Stock, par value $0.001 per share (the “Common Stock”). The Stock Purchase Agreement contains certain conditions to closing, including that the Company obtain approval of its stockholders, applicable lenders, and regulatory authorities, as applicable.


The Company expects to obtain the approval of the Share Acquisition from the Company’s majority stockholder and to mail a copy of an information statement relating thereto to its stockholders.


The Agreement contains representations and warranties and covenants as are customary for transactions of this type. The Company expects to close the Share Acquisition in the first calendar quarter of 2020.


The foregoing description of the Stock 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 of the Stock Purchase Agreement, a copy of which will be filed in accordance with SEC regulations.


On January 2, 2020, the Company issued a press release announcing the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.




Exhibit No.   Description
99.1   Press release dated January 2, 2020.








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: January 2, 2020 By: 

/s/ Gary S. Loffredo

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





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