8-K 1 tv527031_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 2, 2019

(Date of earliest event reported)

 

Cinedigm Corp.

(Exact name of registrant as specified in its charter)

 

Delaware 001-31810 22-3720962
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

45 West 36th Street, 7th Floor, New York, New York 10018
(Address of principal executive offices) (Zip Code)

 

212-206-8600

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock CIDM Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

Stock Purchase Agreement

 

On August 2, 2019, the Company entered into a common stock purchase agreement (the “Stock Purchase Agreement”) with Bison Entertainment and Media Group (“BEMG”), an affiliate of Bison Capital Holding Company Limited, which, through an affiliate, is the majority holder of our Class A common stock, par value $0.001 per share (the “Common Stock”), pursuant to which the Company agreed to sell to BEMG a total of 1,900,000 shares of Common Stock (the “SPA Shares”), for an aggregate purchase price in cash of $2,850,000 priced at $1.50 per share. The SPA Shares are subject to certain transfer restrictions. The sale of the SPA Shares was consummated on August 2, 2019. The proceeds of the sale of the SPA Shares sold were used for working capital. In addition, the Company has agreed to enter into a registration rights agreement for the resale of the SPA Shares.

 

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 above is incorporated herein by reference. The SPA Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

  

Item 9.01

Financial Statements and Exhibits

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

     
10.1   Stock Purchase Agreement dated as of August 2, 2019 between Cinedigm Corp. and Bison Entertainment and Media Group.

  

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    CINEDIGM CORP.
Dated: August 8, 2019   By: 

 

 

/s/ Gary S. Loffredo

     

Gary S. Loffredo

Chief Operating Officer, President Digital Cinema, General Counsel and Secretary