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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period
ended
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
from to
Commission File Number: 001-38125
CHICKEN
SOUP FOR THE SOUL ENTERTAINMENT, INC.
(Exact name of registrant
as specified in its charter)
Delaware |
81-2560811 |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
|
|
132 East Putnam Avenue – Floor 2W, Cos Cob, CT |
06807 |
(Address of Principal Executive Offices) |
(Zip Code) |
855-398-0443
(Registrant’s Telephone
Number, including Area Code)
Not Applicable
Former Name or Former
Address, if changed since last report)
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 |
|
CSSE |
|
The Nasdaq Stock Market LLC |
Common Stock Purchase Warrant |
|
CSSEL |
|
The Nasdaq Stock Market LLC |
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock |
|
CSSEP |
|
The Nasdaq Stock Market LLC |
9.50% Notes Due 2025 |
|
CSSEN |
|
The Nasdaq Stock Market LLC |
9.75% Series A Cumulative Redeemable Perpetual Preferred
Stock
Securities registered pursuant to Section 12(g) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
Z Warrants |
|
CSSEZ |
|
OTC Markets |
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ¨ No x
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer x |
Smaller reporting company x |
|
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ¨ No x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares
of Common Stock outstanding as of December 20, 2023 totaled 32,215,813
as follows:
Title of Each Class |
|
|
Class A Common Stock, $.0001 par value per share |
|
24,561,307 |
Class B Common Stock, $.0001 par value per share* |
|
7,654,506 |
Class
A Common Stock
Class
B Common Stock
*Each share
convertible into one share of Class A Common Stock at the direction of the holder at any time.
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Chicken Soup for
the Soul Entertainment, Inc. (the “Company”) for the period ended September 30, 2023, originally filed with the
Securities and Exchange Commission (“SEC”) on December 22, 2023 (the “Original Filing”). This Amendment is
being filed solely to amend the written form of the certifications filed as Exhibits 31.1 and 31.2 to the Original Filing pursuant to
Section 302 of the Sarbanes-Oxley Act of 2022. Specifically, the Company is refiling these certifications solely to modify the wording
of the introductory language of certification #4 to include “…and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f))…”, which language was inadvertently
omitted from the Company’s certifications in the Original Filing. There were no changes to the reported results and disclosures
in the Original Filing.
This
Amendment should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC subsequent to
the filing of the Original Filing on December 22, 2023. This Amendment is not intended to, nor does it, reflect events occurring
after the filing of the Original Filing, and does not modify or update the disclosures therein in any way other than as required to reflect
the changes described above.
Item 6. Exhibits:
* Incorporated by reference
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
CHICKEN SOUP FOR THE SOUL
ENTERTAINMENT, INC. |
|
(Registrant) |
|
|
Date: February 21, 2024 |
/s/ Jason Meier |
|
Jason Meier |
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
Date: February 21, 2024 |
/s/ William J. Rouhana, Jr. |
|
William J. Rouhana, Jr. |
|
Chief Executive Officer |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, William J. Rouhana, Jr., certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Chicken Soup for the Soul Entertainment, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure
that material information relating to the registrant, is made known to us by others within those entities, particularly during the period
in which this report is being prepared; and
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; and
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
|
|
Date: February 21, 2024 |
/s/ William J. Rouhana, Jr. |
|
William J. Rouhana, Jr. |
|
Chief Executive Officer
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Jason Meier, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Chicken Soup for the Soul Entertainment, Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure
that material information relating to the registrant, is made known to us by others within those entities, particularly during the period
in which this report is being prepared; and
b) Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; and
c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
|
|
Date: February 21, 2024 |
/s/ Jason Meier |
|
Jason Meier
Chief Financial Officer |
|
(Principal Financial Officer) |
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Cover - shares
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|
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CHICKEN
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|
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