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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

 

March 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.)

 

237 West 35th Street, Suite 605, New York, New York   10001
(Address of principal executive offices)   (Zip Code)

 

212-206-8600

(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 3.02. Unregistered Sale of Equity Securities.

 

The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Class A common stock, par value $.001 per share (the “Common Stock”), of Cinedigm Corp. (the “Company”) were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 8.01. Other Events.

 

On March 15, 2022, the Company entered into a Stock Purchase Agreement with Roundtable Entertainment Holdings, Inc. (“Roundtable”) pursuant to which the Company purchased 500 shares of Roundtable Series A Preferred Stock and warrants to purchase 100 shares of Roundtable Class A common stock (together, the “Roundtable Securities”). The Company paid the purchase price for the Roundtable Securities by issuing to Roundtable 316,937 shares of Common Stock priced at $1.5776 per share for a total purchase price of $500,000. The investment in the Roundtable Securities was made in connection with a proposed collaboration with Roundtable regarding production and distribution of streaming content including the launch of high profile branded enthusiast streaming channels.

 

On March 17, 2022, the Company issued a press release relating to the collaboration with Roundtable described in this Current Report on Form 8-K, which press release is attached hereto as Exhibit 99.1.

 

Item 9.02 Financial Statements and Exhibits

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Press Release, dated March 17, 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:  March 17, 2022 By: 

 

/s/ Gary S. Loffredo

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

 

 

 

 

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