Current Report Filing (8-k)
August 08 2019 - 4:02PM
Edgar (US Regulatory)
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
August 2, 2019
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-31810
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22-3720962
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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45 West 36
th
Street, 7
th
Floor, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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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)
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¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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CIDM
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Nasdaq Global Market
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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.
¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Stock Purchase Agreement
On August 2, 2019, the Company entered into
a common stock purchase agreement (the “Stock Purchase Agreement”) with Bison Entertainment and Media Group (“BEMG”),
an affiliate of Bison Capital Holding Company Limited, which, through an affiliate, is the majority holder of our Class A common
stock, par value $0.001 per share (the “Common Stock”), pursuant to which the Company agreed to sell to BEMG a total
of 1,900,000 shares of Common Stock (the “SPA Shares”), for an aggregate purchase price in cash of $2,850,000 priced
at $1.50 per share. The SPA Shares are subject to certain transfer restrictions. The sale of the SPA Shares was consummated on
August 2, 2019. The proceeds of the sale of the SPA Shares sold were used for working capital. In addition, the Company has agreed
to enter into a registration rights agreement for the resale of the SPA Shares.
The foregoing description of the Stock Purchase
Agreement is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The information set forth under Item 1.01
above is incorporated herein by reference. The SPA Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended.
Item 9.01
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Financial Statements and Exhibits
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EXHIBIT INDEX
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.
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CINEDIGM CORP.
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Dated: August 8, 2019
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By:
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/s/ Gary S. Loffredo
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Gary S. Loffredo
Chief Operating Officer, President Digital Cinema, General Counsel
and Secretary
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