Item 1.01 Entry into a Definitive Material Agreement.
As previously announced, on January 4, 2022, Cinedigm Corp. (the “Company”)
entered into an Equity Purchase Agreement among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven
Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers (the “DMR Agreement”)
to acquire all of the outstanding membership interests of Asian Media Rights, LLC d/b/a Digital Media Rights (“DMR”), a diversified
specialty streaming, advertising, and content distribution company with significant expertise in building audiences for global content
in North America (the “Transaction”). The DMR Agreement provided that the purchase price for the Transaction was $22,000,000,
subject to working capital and other adjustments, consisting of (i) $8,000,000 in cash and (ii) $14,000,000 of shares of Class A Common
Stock, par value $0.001 per share, of the Company (the “Common Stock”) valued at the volume weighted average price per share
of the Common Stock on the Nasdaq Global Market for the 20 trading day period ending on last trading day immediately preceding the closing
of the Transaction.
On March 25, 2022, the Company entered into an Amended and Restated
Equity Purchase Agreement (the “A&R DMR Agreement”) among the Company, the Sellers and David Chu as representative of
the Sellers that amended and restated the DMR Agreement. Pursuant to the A&R DMR Agreement, the purchase price for the Transaction
is $16,400,000, subject to working capital and other adjustments, consisting of (1) $8,000,000 in cash paid at the closing of the Transaction
and (ii) $8,400,000 paid, at the Company’s option, in either cash or Common Stock, as follows: (a) $3,000,000 on the first anniversary
of the closing of the Transaction, (b) $3,000,000 on the second anniversary of the closing of the Transaction, and (c) $2,400,000 on
the third anniversary of the closing of the Transaction.
The foregoing description of the A&R DMR Agreement does not purpose
to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the A&R DMR
Agreement, which will be filed in accordance with SEC regulations.
On March 29, 2022, the Company issued a press release announcing the
A&R DMR Agreement and the closing of the Transaction, a copy of which is attached hereto as Exhibit 99.1.