Current Report Filing (8-k)
April 20 2020 - 5:11PM
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
April 15, 2020
(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 36th Street, 7th 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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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
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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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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On April 15, 2020, Cinedigm Corp. (the “Company”)
received $2,151,800 from East West Bank, the Company’s existing lender, pursuant to the Paycheck Protection Program (the
“PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures
on April 10, 2022 (the “Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without
penalty. No interest payments are due within the initial six months of the PPP Loan. The interest accrued during the initial six-month
period is due and payable, together with the principal, on the Maturity Date. The Company intends to use all proceeds from the
PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the
COVID-19 pandemic, which amounts are intended to be eligible for forgiveness, subject to the provisions of the CARES Act.
The foregoing description of the note evidencing
the PPP Loan does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference
the full text of such note, which will be filed in accordance with SEC regulations.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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As previously disclosed, on October 11, 2019, the Company received
a notice from the Listing Qualifications staff of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that, based upon
the closing bid price of the Company’s Class A common stock (the “Common Stock”) for 30 consecutive business
days, the Company no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing
Rule 5450(a)(1) (the “Bid Price Rule”). In accordance with the Nasdaq Listing Rules, the Company was afforded 180 calendar
days, or until April 8, 2020, to regain compliance with the Bid Price Rule, during which time it would be required to maintain
a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
The Company was unable to regain compliance with the Bid Price
Rule by April 8, 2020. Accordingly, on April 15, 2020, the Company received a letter from Nasdaq notifying it that the Company’s
Class A common stock would be subject to delisting from The Nasdaq Stock Market unless the Company timely requested a hearing before
a Nasdaq Listing Qualifications Panel (the “Panel”).
Based on the foregoing, the Company intends to timely request
a hearing before the Panel at which it will present its plan of compliance and request a further extension of time. The Panel has
the discretion to grant the Company up to an additional 180 calendar days from April 15, 2020 to regain compliance. This request
will automatically stay any delisting or suspension action pending the issuance of a final decision by the Panel and the expiration
of any further extension granted by the Panel.
On December 18, 2019, the Company received a letter from Nasdaq
indicating that the Company no longer met the requirement to maintain a minimum market value of publicly held shares ("MVPHS")
of $15,000,000, as set forth in Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPSH Rule”).
On April 17, 2020, the Company received notice from Nasdaq that
it has suspended, effective April 16, 2020 and until June 30, 2020, relevant grace periods to regain compliance with the Bid Price
Rule and the MVPHS Rule due to the global market impact caused by COVID-19. Specifically, (x) no delisting will occur until July
1, 2020, and any extension to reach compliance with the Bid Price Rule, if granted by the Panel, will be further extended by the
duration of the suspension, and (y) the Company now has until August 29, 2020 to regain compliance with the MVPHS Rule.
There can be no assurance that the Panel will ultimately grant
an extension of the compliance period for the Bid Price Rule. However, the Company has already obtained the approval of its stockholders
empowering the Board to effect a reverse stock split sufficient to regain compliance with the Bid Price Rule. The Board of Directors
intends to effectuate such a reverse split promptly if it becomes clear that the continued listing of the Class A common stock
cannot otherwise be assured.
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: April 20, 2020
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By:
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/s/ Gary S. Loffredo
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Gary S. Loffredo
Chief Operating Officer, General Counsel and Secretary
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