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Filed Pursuant to Rule 424(b)(5)
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Registration No. 333-239710
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PROSPECTUS SUPPLEMENT
(to Prospectus dated July 10, 2020)
5,600,000 Shares of Class A Common Stock
Cinedigm Corp. is offering 5,600,000 shares of our Class A common
stock, par value $0.001 per share (the “common stock”) to institutional investors pursuant to this prospectus supplement
and the accompanying prospectus and a securities purchase agreement with such investors.
The shares of our Class A common stock are listed for trading
on The Nasdaq Global Market under the symbol “CIDM”. On February 1, 2021, the last reported sale price of our Class
A common stock on The Nasdaq Global Market was $1.39 per share.
Investing in our securities involves risks. See “Risk
Factors” beginning on page S-4 of this prospectus supplement and in the reports we file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus supplement
or the accompanying prospectus, to read about factors you should consider before buying shares of our securities.
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Per Share
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Total
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Public Offering Price
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$
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1.25
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$
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7,000,000
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Placement Agent Fees (1)
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$
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0.0875
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$
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490,000
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Proceeds, before expenses, to us
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$
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1.1625
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$
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6,510,000
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(1)
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We have agreed under certain circumstances to reimburse the Placement Agent for certain expenses incurred by them in connection with this offering. See “Plan of Distribution” beginning on page S-6 of this prospectus supplement.
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Delivery of the securities offered hereby is expected to be
made on or about February 5, 2021.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
Sole Placement Agent
The Benchmark Company
The date of this prospectus supplement
is February 2, 2021.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a
registration statement that we have filed with the Securities and Exchange Commission, or the SEC or the Commission, utilizing
a shelf registration process. Under this shelf registration process, we may, from time to time, offer and sell securities pursuant
to a prospectus supplement. It is important for you to read and consider all of the information contained in this prospectus supplement
and the accompanying prospectus before making a decision whether to invest in such securities. You should also read and consider
the information contained in the documents that we have incorporated by reference as described in “Where You Can Find More
Information” and “Incorporation of Certain Documents By Reference” in this prospectus supplement.
You should rely only on the information
provided in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference. We
have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different
or inconsistent information, you should not rely on it. We are not offering to sell or soliciting offers to buy, and will not sell,
any securities in any jurisdiction where it is unlawful. You should assume that the information contained in this prospectus supplement
and the accompanying prospectus, as well as information contained in a document that we have previously filed or in the future
will file with the SEC and incorporate by reference in this prospectus supplement and the accompanying prospectus, is accurate
only as of the date of this prospectus supplement and the accompanying prospectus or the document containing that information,
as the case may be. Our financial condition, results of operations, cash flows or business may have changed since that date.
PROSPECTUS SUPPLEMENT SUMMARY
The items in the following summary are described in more
detail later in this prospectus supplement. This summary provides an overview of selected information and does not contain all
the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus supplement
and the accompanying prospectus, the financial statements and the other information incorporated by reference into this prospectus
supplement and the accompanying prospectus.
In this prospectus supplement, “Cinedigm”, “we,”
“us,” “our” and the “Company” refer to Cinedigm Corp. and its subsidiaries unless the context
otherwise requires. This prospectus supplement contains our trademarks, tradenames and servicemarks and also contains certain trademarks,
tradenames and servicemarks of other parties.
OUR BUSINESS
OVERVIEW
Since our inception, we have played a significant role in
the digital distribution revolution that continues to transform the media landscape. In addition to our pioneering role in transitioning
approximately 12,000 movie screens from traditional analog film prints to digital distribution, we have become a leading distributor
of independent content, both through organic growth and acquisitions. We distribute products for major brands such as the NFL,
Hallmark and Scholastic, as well as leading international and domestic content creators, movie producers, television producers
and other short form digital content producers. We collaborate with producers, major brands and other content owners to market,
source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment
platforms, including but not limited to, iTunes, Amazon Prime, Netflix, Hulu, Xbox, Sony PlayStation, Tubi and cable video-on-demand
("VOD"), and (ii) physical goods, including DVD and Blu-ray Discs.
We report our financial results in two primary segments as
follows: (1) cinema equipment business and (2) media content and entertainment business (“Content & Entertainment”
or "CEG"). The cinema equipment business segment consists of the non-recourse, financing vehicles and administrators
for our digital cinema equipment (the “Systems”) installed in movie theatres throughout North America and several international
countries. It also provides fee-based support to over 12,000 movie screens as well as directly to exhibitors and other third party
customers in the form of monitoring, billing, collection and verification services. Our Content & Entertainment segment is
a market leader in: (1) ancillary market aggregation and distribution of entertainment content and; (2) branded and curated over-the-top
("OTT") digital network business providing entertainment channels and applications.
We are structured so that our cinema equipment business segment
operates independently from our Content & Entertainment business. As of September 30, 2020, we had approximately $12.1 million
of non-recourse outstanding debt principal that relates to, and is serviced by, our cinema equipment business. We also have approximately
$18.8 million of outstanding debt principal, as of September 30, 2020 that is attributable to our Content & Entertainment and
Corporate segments.
Risks and Uncertainties
The COVID-19 pandemic and related economic repercussions have
created significant volatility, uncertainty, and turmoil in certain industries. Closures of certain entertainment facilities and
retail locations have significantly impacted consumers’ behaviors as a result of the virus outbreak and corresponding preventative
measures taken around the world to mitigate the spread of the virus. As part of our Content & Entertainment business, we sell
physical goods, including DVDs and Blu-ray discs, at brick-and-mortar stores. Many of such stores in the United States closed during
the spring of 2020 due to COVID-19 restrictions, and many of those have not yet re-opened, or have re-opened on a limited basis.
We expect that we will experience a loss of sales of such physical goods due to such closures, and we cannot predict the extent
of such losses, or how long the closures or limited openings of the stores may last. As part of our Cinema Equipment business,
we earn revenues that are generated when movies are exhibited by theatres. Many movie theatres in the United States closed during
the spring of 2020 due to COVID-19 restrictions and many of those have not yet re-opened, or have re-opened on a limited basis.
To the extent movies are not shown in movie theatres due to the closures, we have not received, and will not receive, related revenue.
The studios that produce movies may elect to delay the release of movies until theatres re-open, or to bypass exhibiting movies
in theatres at all and distribute the movies through other means, such as on streaming platforms, in which case we would not earn
revenues at all from such movies.
These events have negatively affected, and are expected to
continue to negatively affect, our business and results of operations. Given the dynamic nature of these events, we cannot reasonably
estimate the period of time that the COVID-19 pandemic and related closures and market conditions will persist, or the extent of
the impact they will have on our business or results of operations and financial condition.
OUR PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 237 West 35th
Street, Suite 605, New York, NY 10001, and our telephone number is 212-206-8600. Our e-mail address is info@cinedigm.com and our
web site address is www.cinedigm.com. Information accessed on or through our web site does not constitute a part of this
prospectus.
THE OFFERING
The following summary contains the principal terms of this
offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere
in this prospectus supplement and the accompanying prospectus.
Class A Common Stock offered
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5,600,000 shares
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Class A common stock outstanding before the offering
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159,621,205 shares (1)
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Class A common stock outstanding immediately after the offering
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165,221,205 shares (1)
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Offering price
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$1.25 per share
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Use of proceeds
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We expect to use the net proceeds from the sale of our securities for working capital and for other general corporate purposes, which may include, among other things, working capital, product development, acquisitions, capital expenditures, and other business opportunities. See "Use of Proceeds" in this prospectus supplement beginning on page S-5.
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Nasdaq Global Market symbol for the Class A Common Stock
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CIDM
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Risk Factors
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See “Risk Factors” in this prospectus supplement beginning on page S-4 and the accompanying base prospectus beginning on page 6 for a discussion of factors that you should consider carefully before deciding to invest in shares of our Class A common stock.
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(1)
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Excludes shares reserved for issuance as follows: (i) 11,530,169 shares of Common Stock pursuant to our 2017 Equity Incentive Plan, (ii) 12,500 shares of Common Stock upon exercise of inducement stock options, (iii) 265,037 shares of Common Stock pursuant to options that remain outstanding under our 2010 Second Amended and Restated Equity Incentive Plan, (iv) 1,696,641 shares of Common Stock with respect to outstanding warrants and (v) 1,313,836 shares of Common Stock held in the treasury of the Company.
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RISK FACTORS
Before you invest in shares of our Class
A common stock, in addition to the other information in this prospectus supplement and the accompanying prospectus, you should
carefully read and consider the risk factors below and described under the heading “Risk Factors” beginning on page
7 of the accompanying prospectus, as the same may be updated from time to time by our future filings under the Exchange Act. Each
of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment.
Risks Related to this Offering
Our management team may invest or spend the proceeds of
this offering in ways with which you may not agree or in ways which may no yield a significant return.
Our management will have broad discretion over the use of proceeds
from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you
will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
However, we have not determined the specific allocation of any net proceeds among these potential uses, and the ultimate use of
the net proceeds may vary from the currently intended uses. The net proceeds may be used for corporate purposes that do not increase
our operating results or enhance the value of our Common Stock.
Future sales of substantial amounts of our Common Stock,
or the possibility that such sales could occur, could adversely affect the market price of our Common Stock.
We cannot predict the effect, if any, that future issuances
or sales of our securities, including sales of our Common Stock pursuant to the Sales Agreement or the availability of our securities
for future issuance or sale, will have on the market price of our Common Stock. Issuances or sales of substantial amounts of our
securities including sales of our Common Stock pursuant to the Sales Agreement, or the perception that such issuances or sales
might occur, could negatively impact the market price of our Common Stock and the terms upon which we may obtain additional equity
financing in the future.
FORWARD-LOOKING STATEMENTS
Various statements contained in this prospectus or incorporated
by reference into this prospectus constitute “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “believe,”
“expect,” “may,” “will,” “should,” “seek,” “plan,” “intend”
or “anticipate” or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statements
represent as of the date of this prospectus our judgment relating to, among other things, future results of operations, growth
plans, sales, capital requirements and general industry and business conditions applicable to us. Such forward-looking statements
are based largely on our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ
materially from those that are anticipated or projected as a result of certain risks and uncertainties, including, but not limited
to, a number of factors, such as:
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successful execution of our business strategy, particularly for new endeavors;
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the performance of our targeted markets;
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competitive product and pricing pressures;
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changes in business relationships with our major customers;
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the content we distribute through our in-theatre, on-line and mobile services may expose us to liability;
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general economic and market conditions;
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the effect of our indebtedness on our financial condition and financial flexibility, including, but not limited to, the ability to obtain necessary financing for our business;
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our ability to meet our debt service obligations;
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our ability to maintain a listing or quotation on a national securities exchange or other trading platform for our Common Stock;
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cybersecurity risks and the threat of data breaches resulting in disruption of our information technology systems;
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disruptions to our business due to the COVID-19 pandemic, including workforce inability to perform in the ordinary course due to illness or access restrictions; and
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the other risks and uncertainties that are described under “Risk Factors” and elsewhere in this prospectus and from time to time in our filings with the SEC.
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These factors are not necessarily all of the important factors
that could cause actual results to differ materially from those expressed in our forward-looking statements. Except as otherwise
required to be disclosed in periodic and current reports required to be filed by public companies with the SEC pursuant to the
SEC's rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot
assure you that the forward-looking information contained in this prospectus will in fact transpire.
DIVIDEND POLICY
We have never paid any cash dividends on our common stock and
do not anticipate paying any in the foreseeable future. Any future payment of dividends on our common stock will be in the sole
discretion of our board of directors.
USE OF PROCEEDS
We estimate the net proceeds to us from
the sale of shares of our common stock in this offering will be approximately $6.5 million, after deducting placement agent fees
and estimated offering expenses payable by us. We expect to use the net proceeds from the sale of our securities for working capital
and for other general corporate purposes, which may include, among other things, working capital, product development, acquisitions,
capital expenditures, and other business opportunities.
DESCRIPTION OF COMMON STOCK
The following summary description of our common stock is
not intended to be complete and is subject, and qualified in its entirety by reference, to our amended and restated certificate
of incorporation and our bylaws.
General
We have authorized capital stock consisting of 200,000,000 shares
of common stock, all of which are designated as Class A common stock, and 15,000 shares of preferred stock, par value $0.001 per
share.
Holders of a majority of our outstanding shares of common stock
present or represented by proxy at any meeting of our stockholders constitute a quorum. If a quorum exists, holders of a majority
of the voting power of the shares of common stock present at the meeting may generally approve matters coming before any stockholders
meeting. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our capital stock is
required to approve significant corporate transactions, including a liquidation, merger or sale of substantially all of our assets.
Common Stock
As of February 2, 2021, we had 159,621,205 shares designated
as Class A common stock issued and outstanding, had reserved for issuance (i) 11,530,169 shares of Common Stock pursuant to our
2017 Equity Incentive Plan, (ii) 12,500 shares of Common Stock upon exercise of inducement stock options, (iii) 265,037 shares
of Common Stock pursuant to options that remain outstanding under our 2010 Second Amended and Restated Equity Incentive Plan, (iv)
1,696,641 shares of Common Stock with respect to outstanding warrants and (v) 1,313,836 shares of Common Stock held in the treasury
of the Company.
Our common stock is traded on the Nasdaq Global Market, or Nasdaq,
under the symbol “CIDM”.
Voting Rights. Holders of common stock are entitled
to one vote per share on all matters submitted to a vote of our stockholders.
Dividends; Liquidation; Preemptive Rights. Holders
of common stock are entitled to receive dividends only if, as and when declared by our board of directors out of funds legally
available for that purpose. In the event of our liquidation, dissolution or winding-up, holders of common stock are entitled, subject
to any priorities due to any holders of our preferred stock, ratably to share in all assets remaining after payment of our liabilities.
Holders of common stock have no preemptive rights nor any other rights to subscribe for shares or securities convertible into or
exchangeable for shares of common stock.
Transfer Agent. The transfer agent for our common
stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, NY 11219, and its telephone
number is (800) 937-5449.
PLAN OF DISTRIBUTION
We have entered into a securities purchase agreement with investors for the purchase of shares of common stock offered in this offering.
The Benchmark Company LLC has agreed to act as our sole placement agent in connection with this offering subject to the terms and conditions
of the placement agency agreement dated February 2, 2021. The placement agent is not purchasing or selling any of the shares of our common
stock offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount
of shares of our common stock. A.G.P./Alliance Global Partners is acting as a financial advisor in connection with the offering but is
not participating in the offering within the definition of FINRA Rule 5110.
We have agreed to indemnify the placement agent against specified
liabilities, including liabilities under the Securities Act, and to contribute to payments the placement agent may be required
to make in respect thereof.
Fees and Expenses
We have agreed to pay the placement agent a placement agent’s
fee equal to $490,000, or 7% of the aggregate purchase price of the shares of our common stock sold in this offering. The following
table shows the per share and total cash placement agent’s fees we will pay to the placement agent in connection with the
sale of the shares of our common stock offered pursuant to this prospectus supplement and the accompanying prospectus:
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Per Share
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Total
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Public offering price
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$
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1.25
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$
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7,000,000
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Placement agent fees
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$
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0.0875
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$
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490,000
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Proceeds, before expenses, to us
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$
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1.1625
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$
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6,510,000
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We have agreed to reimburse the placement agent at closing for
legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000 in the aggregate.
We estimate the total expenses payable by us for this offering, including the placement agent fees and expenses, will be approximately
$.5 million.
The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the shares sold by it while acting as a principal might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, a placement agent would be required to comply with the requirements
of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and
Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placement
agent acting as principal. Under these rules and regulations, the placement agent:
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•
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may not engage in any stabilization activity in connection with our securities; and
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•
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may not bid for or purchase any of our securities or attempt to induce nay person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
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Listing
Our common stock is listed on the Nasdaq
Global Market under the trading symbol “CIDM.”
Restrictions
We have agreed that, for a period of 90 days from the date of
the closing of this offering, neither we nor any of our subsidiaries will issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any shares of common stock or common stock equivalents (which means any securities of the
Company or its subsidiaries which would entitle the holder thereof to acquire at any time common stock, including, without limitation,
any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, common stock), except for issuances (i) in connection with our employee
benefit plans, (ii) non-registered securities issued pursuant to strategic transactions, and (iii) securities upon the exercise
or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock issued
and outstanding on the date of the Securities Purchase Agreement, provided that such securities have not been amended since the
date of the Securities Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange
price or conversion price of such securities (other than in connection with stock splits or combinations or anti-dilution provisions
contained therein and disclosed in the Company’s reports filed with the Commission) or to extend the term of such securities.
In addition, the Company is required to pay fees to the placement agent for a period of six (6) months after the closing of this
offering in connection with any additional equity financings by the Company from investors that purchased common stock in this
offering.
Other Activities and Relationships
The placement agent and certain of its affiliates are full service
financial institutions engaged in various activities, which may include securities trading, commercial and investment banking,
financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The placement agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial
and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary
fees and expenses.
In the ordinary course of their various business activities,
the placement agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the
accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by
us and our affiliates. If the placement agent or its affiliates have a lending relationship with us, they routinely hedge their
credit exposure to us consistent with their customary risk management policies. The placement agent and its affiliates may hedge
such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short
positions in our securities or the securities of our affiliates, including potentially the common stock offered hereby. Any such
short positions could adversely affect future trading prices of the common stock offered hereby. The placement agent and certain
of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or
express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients
that they acquire, long and/or short positions in such securities and instruments.
LEGAL MATTERS
The validity of the offered securities has been passed on for
us by Kelley Drye & Warren LLP, New York, New York. Certain legal matters will be passed upon for the placement agent by Ellenoff
Grossman & Schole LLP, New York, New York.
EXPERTS
The consolidated balance sheets of Cinedigm Corp. as of March
31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, deficit and cash flows for each of
the years in the two-year period ended March 31, 2020, have been audited by EisnerAmper LLP, independent registered public accounting
firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraph that
refers to the adoption of Accounting Standards Update 2016-02 “Leases (Topic 842)” and an emphasis-of-matter paragraph
that refers to Cinedigm Corp.’s financing transactions subsequent to March 31, 2020, have been incorporated herein by reference
in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and
other information relating to our business, financial and other matters with the SEC under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Our filings are available to the public over the Internet at the SEC’s web site
at http://www.sec.gov. In addition, we maintain a website that contains information about us at www.cinedigm.com.
The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this
prospectus supplement or any other report or document we file with or furnish to the SEC.
We have filed with the SEC a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to our securities described in
this prospectus. This prospectus is part of such registration statement. References to the “registration statement”
or the “registration statement of which this prospectus is a part” means the original registration statement and all
amendments, including all schedules and exhibits. This prospectus does not, and any prospectus supplement will not, contain all
of the information in the registration statement because we have omitted parts of the registration statement in accordance with
the rules of the SEC. Please refer to the registration statement for any information in the registration statement that is not
contained in this prospectus or a prospectus supplement. The registration statement is available to the public over the Internet
at the SEC’s web site described above and can be read and copied at the location described above.
Each statement made in this prospectus or any prospectus supplement
concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that exhibit
for a complete description of its provisions.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate
by reference” in this prospectus the information contained in other documents filed separately with the SEC. This means that
we can disclose important information to you by referring you to other documents filed with the SEC that contain such information.
The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Information
disclosed in documents that we file later with the SEC will automatically add to, update and change information previously disclosed.
If there is additional information in a later filed document or a conflict or inconsistency between information in this prospectus
supplement and the accompanying prospectus and information incorporated by reference from a later filed document, you should rely
on the information in the later dated document.
We incorporate by reference the documents
listed below (and the documents incorporated by reference therein) that we have previously filed:
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our Annual Report on Form 10-K filed with the SEC on July 6, 2020;
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our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020;
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our Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020;
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our Current Report on Form 8-K filed with the SEC on April 16, 2020;
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our Current Report on Form 8-K filed with the SEC on April 20, 2020;
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our Current Report on Form 8-K filed with the SEC on May 6, 2020;
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our Current Report on Form 8-K filed with the SEC on May 7, 2020;
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our Current Report on Form 8-K filed with the SEC on May 21, 2020;
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our Current Report on Form 8-K filed with the SEC on June 17, 2020;
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our Current Report on Form 8-K filed with the SEC on June 26, 2020;
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our Current Report on Form 8-K filed with the SEC on July 6, 2020 (filed portions only);
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our Current Report on Form 8-K filed with the SEC on July 16, 2020;
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our Current Report on Form 8-K filed with the SEC on September 4, 2020;
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our Current Report on Form 8-K filed with the SEC on September 14, 2020;
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our Current Report on Form 8-K filed with the SEC on October 9, 2020;
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our Current Report on Form 8-K filed with the SEC on October 25, 2020;
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our Current Report on Form 8-K filed with the SEC on November 3, 2020;
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our Current Report on Form 8-K filed with the SEC on November 23, 2020;
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our Current Report on Form 8-K filed with the SEC on December 7, 2020;
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our Current Report on Form 8-K filed with the SEC on December 16, 2020;
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our Current Report on Form 8-K filed with the SEC on December 30, 2020;
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our Current Report on Form 8-K filed with the SEC on January 26, 2021;
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our Current Report on Form 8-K filed with the SEC on February 2, 2021;
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the description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 000-51910), filed with the SEC under Section 12 of the Exchange Act on April 12, 2006; and
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•
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the description of our Common Stock contained in our amendment no. 1 on Form 8-A/A (File No. 001-31810), filed with the SEC under Section 12 of the Exchange Act on October 6, 2009.
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All documents we file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to effectiveness of the registration
statement, and (ii) the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed
to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not
incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”
You may obtain a copy of these filings, excluding exhibits (but
including exhibits that are specifically incorporated by reference in any such filing), free of charge, by oral or written request
directed to: Cinedigm Corp., 237 West 35th Street, Suite 605, New York, NY 10001, Attention: General Counsel, Telephone (212) 206-8600.
In addition, these filings are available on our web site at www.cinedigm.com or at the SEC’s web site at http://www.sec.gov.
5,600,000 Shares
of
Class A Common Stock
PROSPECTUS SUPPLEMENT
The Benchmark
Company
February 2, 2021
PROSPECTUS
$75,000,000
Class A Common Stock
Preferred Stock
Warrants
We may offer from time to time
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shares of Class A common stock;
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shares of preferred stock in one or more series;
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warrants to purchase preferred stock or Class A common stock; or
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any combination of preferred stock, Class A common stock, or warrants,
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at an aggregate offering price not to exceed $75,000,000.
The number, amount, prices, and specific terms of the securities,
and the net proceeds to Cinedigm Corp., will be determined at or before the time of sale and will be set forth in an accompanying
prospectus supplement. The net proceeds to us from the sale of securities will be the offering price or the purchase price of those
securities less any applicable commission or discount, and less any other expenses we incur in connection with the issuance and
distribution of those securities.
This prospectus may not be used for the sale of any securities
unless it is accompanied by a prospectus supplement. The accompanying prospectus supplement may modify or supersede
any statement in this prospectus. You should read this prospectus and any prospectus supplement carefully before you
invest.
The shares of our Class A common stock, par value $.001 per
share (the “Common Stock”), are listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol
“CIDM”. On July 2, 2020, the last reported sale price of the Common Stock on Nasdaq was $2.09 per share.
The Company currently has currently effective Registration Statements
on Form S-1 and S-3 relating to the resale of its securities by various selling security holders, pursuant to which, to the best
of the Company’s knowledge, 21,542,761 shares of Common Stock remain available for resale.
We may amend or supplement this prospectus from time to time.
You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
Investing in our securities involves significant risks.
See “Risk Factors” beginning on page 4, and under similar headings in other documents filed after the date hereof and
incorporated by reference into this prospectus and the accompanying prospectus for a discussion of factors that you should consider
before buying shares of the Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is July 10,
2020.
Table of Contents
About This Prospectus
This prospectus is part of a registration statement that we
have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process,
pursuant to which we may, from time to time and in one or more offerings, offer and sell or otherwise dispose of the securities
covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent
to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities
are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this
prospectus, including the documents incorporated by reference therein, and any applicable supplement in making your investment
decision. You should also read and consider the information in the documents to which we have referred you under the caption “Where
You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.
You should rely only on the information provided in this prospectus
and any applicable prospectus supplement, including any documents incorporated by reference into this prospectus or a prospectus
supplement. We have not authorized any dealer, salesman or other person to give any information or to make any representation other
than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer
to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
The Company currently has the following effective registration
statements relating to the resale of its securities by various selling security holders, pursuant to which, to the best of the
Company’s knowledge, the following shares of Common Stock remain available for resale: Registration Statement on Form S-3,
Reg. No. 333-222190, 20,000,000 shares; and Registration Statement on Form S-1, Reg. No. 333-214486, 1,542,761 shares.
This prospectus contains our trademarks, tradenames and servicemarks
and also contains certain trademarks, tradenames and servicemarks of other parties.
This prospectus contains forward-looking statements that are
subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Forward-Looking
Statements.”
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in
this prospectus, any prospectus supplement and the documents incorporated by reference. It does not contain all of the information
that you should consider before making a decision to invest in our securities. You should read carefully the entire prospectus,
any applicable prospectus supplement and the documents incorporated by reference, including “Risk Factors” and the
Consolidated Financial Statements and Notes thereto included elsewhere or incorporated by reference in this prospectus or any prospectus
supplement.
In this prospectus, “Cinedigm”, “we,”
“us,” “our” and the “Company” refer to Cinedigm Corp. and its subsidiaries unless the context
otherwise requires.
OUR BUSINESS
OVERVIEW
Since our inception, we have played a significant role in the
digital distribution revolution that continues to transform the media landscape. In addition to our pioneering role in transitioning
over 12,000 movie screens from using traditional analog film prints to digital distribution, we have become a leading distributor
of independent content, through both organic growth and acquisitions. We distribute products for major brands such as the Discovery
Networks, National Geographic and Scholastic, as well as leading international and domestic content creators, movie producers,
television producers and other short form digital content producers. We collaborate with producers, major brands and other content
owners to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital
home entertainment platforms, including but not limited to, iTunes, Amazon Prime, Netflix, Hulu, Xbox, PlayStation, and cable video-on-demand
("VOD"), and (ii) physical goods, including DVD and Blu-ray Discs.
We report our financial results in two primary segments as follows:
(1) cinema equipment business and (2) media content and entertainment business (“Content & Entertainment” or "CEG").
The cinema equipment business segment consists of the non-recourse, financing vehicles and administrators for our digital cinema
equipment (the “Systems”) installed in movie theatres throughout the United States and Canada and in Australia and
New Zealand. It also provides fee-based support to over 12,000 movie screens as well as directly to exhibitors and other third
party customers in the form of monitoring, billing, collection and verification services. Our Content & Entertainment segment
is a market leader in: (1) ancillary market aggregation and distribution of entertainment content and; (2) branded and curated
over-the-top ("OTT") digital network business providing entertainment channels and applications.
We are structured so that our cinema equipment cinema business
segment operates independently from our Content & Entertainment business. As of March 31, 2020, we had approximately $12.2
million of non-recourse outstanding debt principal that relates to, and is serviced by, our cinema equipment business. We also
have approximately $37.7 million of outstanding debt principal, as of March 31, 2020, that is attributable to our Content &
Entertainment and Corporate segments.
Risks and Uncertainties
The COVID-19 pandemic and related economic repercussions have
created significant volatility, uncertainty, and turmoil in certain industries. Closures of certain entertainment facilities and
retail locations have significantly impacted consumers’ behaviors as a result of the virus outbreak and corresponding preventative
measures taken around the world to mitigate the spread of the virus. As part of our Content & Entertainment business, we sell
physical goods, including DVDs and Blu-ray discs, at brick-and-mortar stores. Many of such stores in the United States closed during
the spring of 2020 due to COVID-19 restrictions, and many of those have not yet re-opened, or have re-opened on a limited basis.
We expect that we will experience a loss of sales of such physical goods due to such closures, and we cannot predict the extent
of such losses, or how long the closures or limited openings of the stores may last. As a result of COVID-19, studios have temporarily
halted distribution of new content to movie theatres due to mandatory theatre shutdown. Because our digital cinema business earns
a Virtual Print Fee when a movie is first played on a system, the temporary theatre closures resulting from the COVID-19 pandemic
will result in reduced revenues that service the Prospect Loan. We do not yet know the full impact of such reduced revenues or
whether our ability to service the Prospect Loan will be materially affected. We expect the studios to reschedule, once the theatres
reopen, the release of those movies originally scheduled during the temporary movie theatre closure. Management believes the cash
flows from the Digital Cinema business, including the revenue from the sale of digital cinema projection systems, will be sufficient
to pay the Prospect Loan. The Borrower on the Prospect Loan is Cinedigm DC Holdings, LLC and the Prospect Loan is only guaranteed
by the digital cinema subsidiaries. Prospect has a security interest in certain digital cinema projection equipment and has no
recourse to Cinedigm Corp., Cinedigm Entertainment Corp., Cinedigm Home Entertainment, LLC, OTT Holdings, LLC or any other non-digital
cinema legal entity; provided, however, Cinedigm Corp. has provided a limited recourse guaranty pursuant to which it agreed to
become a primary obligor of such indebtedness in certain specified circumstances, none of which have occurred as of the date hereof.
These events have negatively affected, and are expected to continue
to negatively affect, our business and results of operations. Given the dynamic nature of these events, we cannot reasonably estimate
the period of time that the COVID-19 pandemic and related closures and market conditions will persist, or the extent of the impact
they will have on our business or results of operations and financial condition.
OUR PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 237 West 35th
Street, Suite 605, New York, NY 10001, and our telephone number is 212-206-8600. Our e-mail address is info@cinedigm.com and our
web site address is www.cinedigm.com. Information accessed on or through our web site does not constitute a part of this
prospectus and should not be considered part of this or any other report filed with the SEC.
THE OFFERING
Class A Common Stock, par value $0.001 per share (the “Common Stock”)
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To be set forth in a prospectus supplement
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Preferred Stock, par value $0.001
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To be set forth in a prospectus supplement
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Warrants
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To be set forth in a prospectus supplement
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Total
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$75,000,000
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Use of proceeds
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Except as otherwise set forth in the applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities, for working capital, acquisitions and other general corporate purposes
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Nasdaq symbol
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CIDM
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RISK FACTORS
An investment in our securities involves a high degree of
risk and uncertainty. In addition to the other information included in this prospectus or in any applicable prospectus supplement,
you should carefully consider each of the risk factors set forth in our most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q on file with the SEC, which are incorporated by reference into this prospectus, and any subsequent Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus.
The risks described are not the only ones facing our company. Additional risks not presently known to us or that we presently consider
immaterial may also adversely affect our company. If any of the risks described occur, our business, financial condition, results
of operations and prospects could be materially adversely affected. In that case, the trading price of our securities could decline,
and you could lose all or part or your investment. In assessing these risks, you should also refer to the other information included
or incorporated by reference in this prospectus or any applicable prospectus supplement.
Risks Related to Our Securities
Risks Related to our Common Stock
The liquidity of the Common Stock is uncertain; the limited
trading volume of the Common Stock may depress the price of such stock or cause it to fluctuate significantly.
Although the Common Stock is listed on Nasdaq, there has been
a limited public market for the Common Stock and there can be no assurance that a more active trading market for the Common Stock
will develop. As a result, you may not be able to sell your shares of Common Stock in short time periods, or possibly at all. The
absence of an active trading market may cause the price per share of the Common Stock to fluctuate
significantly.
Substantial resales or future issuances of our Common
Stock could depress our stock price.
The market price for the Common Stock could
decline, perhaps significantly, as a result of resales or issuances of a large number of shares of the Common Stock in the public
market or even the perception that such resales or issuances could occur, including resales of the shares being registered hereunder
pursuant to the registration statement of which this prospectus is a part. In addition, we have issued a substantial number of
outstanding options, warrants, and other securities convertible into shares of Common Stock that may be exercised in the future.
Certain holders of our securities, including with respect to shares of Common Stock issuable in exchange for warrants, have demand
and piggy-back registration rights. These factors could also make it more difficult for us to raise funds through future offerings
of our equity securities.
You will incur substantial dilution as a result of certain
future equity issuances.
We have a substantial number of options, warrants,
and other securities currently outstanding which may be immediately exercised or converted into shares of Common Stock. To the
extent that these options, warrants, or similar securities are exercised or converted, or to the extent we issue additional shares
of Common Stock in the future, as the case may be, there will be further dilution to holders of shares of the Common Stock.
Our issuance of preferred stock could adversely affect
holders of Common Stock.
Our board of directors is authorized
to issue series of preferred stock without any action on the part of our holders of Common Stock. Our board of directors also has
the power, without stockholder approval, to set the terms of any such series of preferred stock that may be issued, including voting
rights, dividend rights, preferences over our Common Stock with respect to dividends or if we liquidate, dissolve or wind up our
business and other terms. If we issue preferred stock in the future that has preference over our Common Stock with respect to the
payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that
dilute the voting power of our Common Stock, the rights of holders of our Common Stock or the price of our Common Stock
could be adversely affected.
Our stock price has been volatile and
may continue to be volatile in the future; this volatility may affect the price at which you could sell our Common Stock.
The trading price of the Common Stock has been
volatile and may continue to be volatile in response to various factors, some of which are beyond our control. Any of the factors
listed below could have a material adverse effect on an investment in the Common Stock:
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
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changes in the market’s expectations about our operating results;
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success of competitors;
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our operating results failing to meet the expectation of securities analysts or investors in a particular period;
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changes in financial estimates and recommendations by securities analysts concerning us, the market for digital and physical content, content distribution and entertainment in general;
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operating and stock price performance of other companies that investors deem comparable to us;
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our ability to market new and enhanced products on a timely basis;
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changes in laws and regulations affecting our business or our industry;
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commencement of, or involvement in, litigation involving us;
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changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
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the volume of shares of the Common Stock available for public sale;
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any major change in our board of directors or management;
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sales of substantial amounts of Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
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general economic and political conditions such as recessions, interest rates, international currency fluctuations, global pandemics and acts of war or terrorism.
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Broad market and industry factors may materially
harm the market price of the Common Stock irrespective of our operating performance. The stock market in general, and Nasdaq in
particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Common Stock, may
not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies that investors
perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results
of operations. A decline in the market price of the Common Stock also could adversely affect our ability to issue additional securities
and our ability to obtain additional financing in the future.
Anti-takeover provisions contained in
our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our fifth amended and restated certificate of
incorporation and bylaws, as amended, contain provisions that could have the effect of delaying or preventing changes in control
or changes in our management without the consent of our board of directors. These provisions include:
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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
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the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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the requirement that an annual meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
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limiting the liability of, and providing indemnification to, our directors and officers;
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controlling the procedures for the conduct and scheduling of stockholder meetings; and
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providing that directors may be removed prior to the expiration of their terms by the Board of Directors only for cause.
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These provisions, alone or together, could delay
hostile takeovers and changes in control of the Company or changes in our management.
As a Delaware corporation, we are also subject
to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law (the “DGCL”), which prevents
some stockholders holding more than 15% of our outstanding Common Stock from engaging in certain business combinations without
approval of the holders of substantially all of our outstanding Common Stock. Any provision of our certificate of incorporation
or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our
stockholders to receive a premium for their shares of our Common Stock, and could also affect the price that some investors are
willing to pay for the Common Stock.
We may not be able to maintain the listing
of our Common Stock on Nasdaq, which may adversely affect the ability of purchasers of Common Stock in this offering to resell
their securities in the secondary market.
The Common Stock is presently listed on Nasdaq.
If the Company is unable to meet the continued listing criteria of Nasdaq and the Common Stock became delisted, trading of the
Common Stock could thereafter be conducted in the over-the-counter markets in the OTC Pink, also known as “pink sheets”
or, if available, on another OTC trading platform. We cannot assure you that we will meet the criteria for continued listing, in
which case the Common Stock could become delisted. Any such delisting could harm our ability to raise capital through alternative
financing sources on terms acceptable to us, or at all, and may result in the loss of confidence in our financial stability by
suppliers, customers and employees. Investors would likely find it more difficult to dispose of, or to obtain accurate market quotations
for, the Common Stock, as the liquidity that Nasdaq provides would no longer be available to investors. In addition, the failure
of our Common Stock to continue to be listed on the Nasdaq could adversely impact the market price for the Common Stock and our
other securities, and we could face a lengthy process to re-list the Common Stock, if we are able to re-list the Common Stock.
We have no present intention of paying dividends on our
Common Stock.
We have never paid any cash dividends on our Common Stock and
have no present plans to do so. As a result, you may not receive any return on an investment in our Common Stock unless you sell
the shares for a price greater than that which you paid for them.
Our ability to raise capital in the future may be limited,
which could make us unable to fund our capital requirements.
Our business and operations may consume resources faster than
we anticipate, or we may require additional funds to pursue acquisition or expansion opportunities. In the future, we may need
to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may
not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund
our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stock holders to
make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our
Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders
bear the risk of our future securities offerings reducing the market price of our Common Stock, diluting their interest or being
subject to rights and preferences senior to their own.
FORWARD-LOOKING STATEMENTS
Various statements contained in this prospectus or incorporated
by reference into this prospectus constitute “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “believe,”
“expect,” “may,” “will,” “should,” “seek,” “plan,” “intend”
or “anticipate” or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statements
represent as of the date of this prospectus our judgment relating to, among other things, future results of operations, growth
plans, sales, capital requirements and general industry and business conditions applicable to us. Such forward-looking statements
are based largely on our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ
materially from those that are anticipated or projected as a result of certain risks and uncertainties, including, but not limited
to, a number of factors, such as:
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successful execution of our business strategy, particularly for new endeavors;
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the performance of our targeted markets;
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competitive product and pricing pressures;
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changes in business relationships with our major customers;
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the content we distribute through our in-theatre, on-line and mobile services may expose us to liability;
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general economic and market conditions;
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the effect of our indebtedness on our financial condition and financial flexibility, including, but not limited to, the ability to obtain necessary financing for our business;
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our ability to meet our debt service obligations;
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our ability to maintain a listing or quotation on a national securities exchange or other trading platform for our Common Stock;
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cybersecurity risks and the threat of data breaches resulting in disruption of our information technology systems;
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disruptions to our business due to the COVID-19 pandemic, including workforce inability to perform in the ordinary course due to illness or access restrictions; and
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the other risks and uncertainties that are described under “Risk Factors” and elsewhere in this prospectus and from time to time in our filings with the SEC.
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These factors are not necessarily all of the important factors
that could cause actual results to differ materially from those expressed in our forward-looking statements. Except as otherwise
required to be disclosed in periodic and current reports required to be filed by public companies with the SEC pursuant to the
SEC's rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot
assure you that the forward-looking information contained in this prospectus will in fact transpire.
USE OF PROCEEDS
Except as otherwise set forth in the applicable prospectus supplement,
we expect to use the net proceeds from the sale of our securities for working capital, acquisitions and other general corporate
purposes.
DESCRIPTION OF CAPITAL STOCK
The following summary description of our capital stock
is not intended to be complete and is subject, and qualified in its entirety by reference, to our amended and restated certificate
of incorporation and our bylaws.
General
We have authorized capital stock consisting of 150,000,000 shares
of Common Stock and 15,000 shares of preferred stock, par value $0.001 per share.
Holders of a majority of our outstanding shares of Common Stock
present or represented by proxy at any meeting of our stockholders constitute a quorum. If a quorum exists, holders of a majority
of the voting power of the shares of Common Stock present at the meeting may generally approve matters coming before any stockholders
meeting. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of our capital stock is
required to approve significant corporate transactions, including a liquidation, merger or sale of substantially all of our assets.
Common Stock
As of July 1, 2020, we had 103,292,470 shares designated as
Class A common stock issued and outstanding, had reserved for issuance (i) 3,862,408 shares of Common Stock pursuant to our 2017
Equity Incentive Plan, (ii) 462,500 shares of Common Stock upon exercise of inducement stock options, (iii) 272,766 shares of Common
Stock pursuant to options that remain outstanding under our 2010 Second Amended and Restated Equity Incentive Plan, (iv) 10,000,000
shares of Common Stock with respect to outstanding convertible notes, (v) 1,696,641 shares of Common Stock with respect to outstanding
warrants and (vi) 1,313,836 shares of Common Stock held in the treasury of the Company.
Our Common Stock is traded on The NASDAQ Global Market, or Nasdaq,
under the symbol “CIDM.”
Voting Rights. Holders of Common Stock are entitled
to one vote per share on all matters submitted to a vote of our stockholders.
Dividends; Liquidation; Preemptive Rights. Holders
of Common Stock are entitled to receive dividends only if, as and when declared by our board of directors out of funds legally
available for that purpose. In the event of our liquidation, dissolution or winding-up, holders of Common Stock are entitled, subject
to any priorities due to any holders of our preferred stock, ratably to share in all assets remaining after payment of our liabilities.
Holders of Common Stock have no preemptive rights nor any other rights to subscribe for shares or securities convertible into or
exchangeable for shares of Common Stock.
Transfer Agent. The transfer agent for our Common
Stock is American Stock Transfer & Trust Company, LLC. Its address is 6201 15th Avenue, Brooklyn, NY 11219, and its telephone
number is (800) 937-5449.
Preferred Stock
Our board of directors is authorized, subject to any limitations
prescribed by law, without further stockholder approval, to issue from time to time up to an aggregate of 15,000 shares of our
preferred stock, in one or more series. As of July 1, 2020, there were 7 shares of Series A 10% Non-Voting Cumulative
Preferred Stock (the “Series A Preferred Stock”) issued and outstanding. The Series A Preferred Stock may
be redeemed by the Company at any time after the second anniversary of the date such shares were issued in cash or, at the Company’s
option if certain conditions are met, in shares of Common Stock. The holders of Series A Preferred Stock are entitled
to receive cumulative dividends from the date of issuance at an annual rate of 10% of the original issue price. Such
dividends shall be payable in arrears in cash or, at the Company’s option, in shares of Common Stock if certain conditions
are met, quarterly on the last day of each calendar quarter, until such shares of Preferred Stock are redeemed.
Each other series of preferred stock to be issued, if any, will
have such number of shares, designations, preferences, powers and qualifications and special or relative rights or privileges as
will be determined by our board of directors, which may include, among others, dividend rights, voting rights, redemption and sinking
fund provisions, liquidation preferences, conversion rights and preemptive rights. The rights of the holders of our
common stock will be subject to the rights of holders of any preferred stock outstanding and issued in the future. The
issuance of preferred stock, while providing desirable flexibility in connection with the possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from
acquiring, a majority of our outstanding voting stock.
Terms. The specific terms of any preferred
stock being offered will be described in the prospectus supplement relating to that preferred stock. The following summaries
of the provisions of the preferred stock are subject to, and are qualified in their entirety by reference to, the certificate of
designation relating to the particular class or series of preferred stock offered with that prospectus supplement for specific
terms, including:
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the designation of the preferred stock;
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the number of shares of the preferred being offered, the liquidation preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculating these items applicable to the preferred stock;
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the place or places where dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the date from which dividends on the preferred stock will accumulate, if applicable;
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the procedures for any action and remarketing of the preferred stock;
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the provision of a sinking fund, if any, for the preferred stock;
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the provision for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into or exchangeable for Common Stock, and whether at our option or the option of the holder;
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whether the preferred stock will rank senior or junior to or on a parity with any other class or series of preferred stock;
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the voting rights, if any, of the preferred stock;
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock; and
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a discussion of the United States federal income tax considerations applicable to the preferred stock.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of preferred stock, Common
Stock or any combination thereof. Warrants may be issued independently or together with any other securities offered
in an applicable prospectus supplement and may be attached to or separate from such securities. Warrants may be issued
under warrant agreements (each, a “warrant agreement”) to be entered into between us and a warrant agent specified
in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants
of a particular series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. The following sets forth certain general terms and provisions of warrants which may be offered. Further
terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement.
Terms. The prospectus supplement relating
to a particular issue of warrants for the purchase of Common Stock or preferred stock will describe the terms of the warrants,
including the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of the warrants;
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the designation and terms of the Common Stock or preferred stock that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;
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if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the number of shares of Common Stock or preferred stock that may be purchased upon exercise of a warrant and the price at which such shares may be purchased upon exercise;
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the dates on which the right to exercise the warrants will commence and expire;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material United States federal income tax considerations;
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the antidilution provisions of the warrants, if any;
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the redemption or call provisions, if any, applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants.
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Exercise of Warrants
Each warrant will entitle the holder of warrants to purchase
for cash the amount of shares of preferred stock or shares of Common Stock at the exercise price as shall in each case be set forth
in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants
may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating
to the warrants offered thereby. After the close of business on the expiration date the unexercised warrants will become
void.
Warrants may be exercised as set forth in the prospectus supplement
relating to the warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed and
duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we
will, as soon as practicable, forward the shares of preferred stock or shares of Common Stock purchasable upon such exercise. If fewer
than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the
remaining warrants.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus in one
or more transactions from time to time:
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to or through underwriters;
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through dealers, agents or institutional investors;
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directly to purchasers;
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in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act; or
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through a combination of these methods.
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We may sell the securities at a fixed price or prices that may
change, at prevailing market prices, at prices relating to prevailing market prices or at negotiated prices. Each time
we sell securities in a particular offering, we will provide a prospectus supplement or, if required, amend this prospectus, to
disclose the following information with respect to that offering:
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the material terms of the distribution, including the number of shares and the consideration paid;
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the identity of any underwriters, dealers, agents or purchasers that will purchase the securities;
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the amount of any compensation, discounts or commissions to be received by underwriters, dealers or agents;
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the purchase price of the securities being offered and the proceeds we will receive from the sale;
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the nature of any transactions by underwriters, dealers or agents during the offering that are intended to stabilize or maintain the market price of our securities; and
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the terms of any indemnification provisions.
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Underwriters, dealers, agents or other purchasers may sell the
securities at a fixed price or prices that may change, at prices set at or relative to prevailing market prices or at negotiated
prices.
We may directly solicit offers to purchase securities and we
may make sales of securities directly to institutional investors or others in jurisdictions where we are authorized to do so.
We may offer our Common Stock into an existing trading market
on the terms described in the prospectus supplement relating thereto. Underwriters and dealers who may participate in any at-the-market
offerings will be described in the prospectus supplement relating thereto.
Underwriters
We may sell all or a portion of the securities offered by this
prospectus in one or more transactions to or through underwriters, who may sell the securities to or through dealers. In
connection with the sale of our securities, underwriters, dealers or agents may receive compensation from us, or from the purchasers
of the securities for whom they may act as agents, in the form of underwriting discounts, concessions or commissions and may also
receive commissions from the purchasers for whom they may act as agents. Underwriters, dealers, agents or purchasers
that participate in the distribution of the securities, and any broker-dealers or the persons acting on behalf of parties that
participate in the distribution of the securities, are underwriters under the Securities Act of 1933, or the Securities Act. Any
discounts or commissions they receive and any profit on the resale of the securities they receive constitute underwriting discounts
and commissions under the Securities Act. Any person deemed to be an underwriter under the Securities Act may be subject
to statutory liabilities, including those under Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act.
Only underwriters named in the amended or supplemented prospectus,
if any, will be underwriters of the securities offered through that amended prospectus. Any underwriters used in an
offering may resell the securities from time to time in one or more transactions, at a fixed public offering price or at varying
prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented
by managing underwriters without a syndicate. Any public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may change from time to time.
Agents; Direct Sales
We may designate agents to distribute the securities offered
by this prospectus. Unless the applicable prospectus supplement states otherwise, any such agent will act on a best-efforts
basis for the period of appointment. We may authorize dealers or other persons acting as our respective agents to solicit
offers by institutional investors to purchase the securities from us under contracts that provide for payment and delivery on a
future date. We may enter into agreements directly with purchasers that provide for the sale of securities over a period
of time by means of draw-downs at our election, which the purchaser would be obligated to accept under specified conditions. Under
a draw-down agreement, we may sell securities at a per share purchase price discounted from the market price of our securities. We
may also enter into agreements for sales of securities based on combinations of or variations from these methods. We
will describe in the applicable prospectus supplement the terms and conditions of any such agreements and any related commissions
we will pay. Agents and underwriters may also engage in transactions with us, or perform services for us in the ordinary
course of business.
Stabilization Activities
In connection with a firm commitment underwritten offering of
our securities, underwriters and purchasers that are deemed to be underwriters under the Securities Act may engage in transactions
that stabilize, maintain or otherwise affect the price of the securities. For example, they may:
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over-allot in connection with the offering, creating a syndicate short position for their own account;
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bid for and purchase our securities in the open market to cover short positions or to stabilize the price of the securities; or
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reclaim selling concessions allowed for distributing the securities in the offering if the underwriters repurchase previously distributed securities in transactions to cover short positions, stabilization transactions or otherwise.
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Any of these activities may stabilize or maintain the market
price above independent market levels. These activities may be conducted only in conjunction with a firm commitment
underwritten offering. Underwriters are not required to engage in these activities and may terminate any such activity
at any time. In engaging in any such activities, underwriters will be subject to the applicable provisions of the Securities
Act and the Exchange Act and the rules and regulations under those acts. Regulation M under the Securities Act, for
example, may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities
with respect to the securities, and the anti-manipulation rules under the Exchange Act may also apply to market sales of the securities. These
provisions may affect the marketability of the securities and the ability of any person to engage in market-making activities with
respect to the securities.
Indemnification
We may agree to indemnify underwriters, dealers, agents or other
purchasers against civil liabilities they may incur in connection with the offer and sale of the securities offered by this prospectus,
including liabilities under the Securities Act. We may also agree to contribute to payments that these persons may be
required to make with respect to these liabilities.
LEGAL MATTERS
The validity of the offered securities has been passed on for
us by Kelley Drye & Warren LLP, New York, New York.
EXPERTS
The consolidated balance sheets of Cinedigm Corp. as of March
31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, deficit and cash flows for each of
the years in the two-year period ended March 31, 2020, have been audited by EisnerAmper LLP, independent registered public accounting
firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraph that
refers to the adoption of Accounting Standards Update 2016-02 “Leases (Topic 842)” and an emphasis-of-matter paragraph
that refers to Cinedigm Corp.’s financing transactions subsequent to March 31, 2020, have been incorporated herein by reference
in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and
other information relating to our business, financial and other matters with the SEC under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Our filings are available to the public over the Internet at the SEC’s web site
at http://www.sec.gov. You may also read and copy any document we file with the SEC at, and obtain a copy of any such document
by mail from, the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, at prescribed charges.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room and its charges.
We have filed with the SEC a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to our securities described in
this prospectus. This prospectus is part of such registration statement. References to the “registration statement”
or the “registration statement of which this prospectus is a part” means the original registration statement and all
amendments, including all schedules and exhibits. This prospectus does not, and any prospectus supplement will not, contain all
of the information in the registration statement because we have omitted parts of the registration statement in accordance with
the rules of the SEC. Please refer to the registration statement for any information in the registration statement that is not
contained in this prospectus or a prospectus supplement. The registration statement is available to the public over the Internet
at the SEC’s web site described above and can be read and copied at the location described above.
Each statement made in this prospectus or any prospectus supplement
concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that exhibit
for a complete description of its provisions.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate by reference”
in this prospectus the information contained in other documents filed separately with the SEC. This means that we can disclose
important information to you by referring you to other documents filed with the SEC that contain such information. The information
incorporated by reference is an important part of this prospectus and prospectus supplement. Information disclosed in documents
that we file later with the SEC will automatically add to, update and change information previously disclosed. If there is additional
information in a later filed document or a conflict or inconsistency between information in this prospectus or a prospectus supplement
and information incorporated by reference from a later filed document, you should rely on the information in the later dated document.
We incorporate by reference the documents listed below (and
the documents incorporated by reference therein) that we have previously filed:
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our Annual Report on Form 10-K filed with the SEC on July 6, 2020;
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our Current Report on Form 8-K filed with the SEC on April 16, 2020;
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our Current Report on Form 8-K filed with the SEC on April 20, 2020;
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our Current Report on Form 8-K filed with the SEC on May 6, 2020;
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our Current Report on Form 8-K filed with the SEC on May 7, 2020;
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our Current Report on Form 8-K filed with the SEC on May 21, 2020;
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our Current Report on Form 8-K filed with the SEC on June 17, 2020;
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our Current Report on Form 8-K filed with the SEC on June 26, 2020;
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our Definitive Information Statement filed with the SEC on January 24, 2020;
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the description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 000-51910), filed with the SEC under Section 12 of the Exchange Act on April 12, 2006; and
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the description of our Common Stock contained in our amendment no. 1 on Form 8-A/A (File No. 001-31810), filed with the SEC under Section 12 of the Exchange Act on October 6, 2009.
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All documents we file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to effectiveness of the registration
statement, and (ii) the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed
to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not
incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”
You may obtain a copy of these filings, excluding exhibits
(but including exhibits that are specifically incorporated by reference in any such filing), free of charge, by oral or written
request directed to: Cinedigm Corp., 237 West 35th Street, Suite 605, New York, NY 10001, Attention: General Counsel, Telephone
(212) 206-8600. In addition, these filings are available on our web site at www.cinedigm.com.
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