Cineverse Announces Pricing of $3.0 Million Public Offering of Class A Common Stock

Cineverse (Nasdaq: CNVS) priced a public offering of 1,500,000 Class A shares at $2.00 per share, with a 30-day underwriter option for up to 225,000 additional shares.

Rhea-AI Summary

Cineverse (Nasdaq: CNVS) priced a public offering of 1,500,000 Class A shares at $2.00 per share, with a 30-day underwriter option for up to 225,000 additional shares. Gross proceeds are expected to be approximately $3.0 million, before fees and expenses.

The offering is expected to close on February 17, 2026, subject to customary closing conditions. Cineverse Chairman and CEO Chris McGurk and other management participated in the offering. Benchmark Company is sole underwriter; the sale uses a previously effective Form S-3 shelf registration.

Positive

• Gross proceeds of approximately $3.0 million
• Management participation by Chairman and CEO Chris McGurk
• Underwriter option for up to 225,000 additional shares provides execution flexibility

Negative

• Share dilution from issuance of 1,500,000 shares to existing shareholders
• Net proceeds reduced by underwriting discounts, commissions and offering expenses
• Close subject to customary conditions; offering not guaranteed to close on Feb 17, 2026

Argus Feb 13 session

+20.19% close to close Open Argus

Details

News Market Reaction – CNVS

On Feb 13, the first trading day after this news, CNVS closed 20.19% above the previous close.

Data tracked by StockTitan Argus for the Feb 13 session.

Key Figures

Shares offered: 1,500,000 shares Offering price: $2.00 per share Over-allotment shares: 225,000 shares +5 more

Shares offered

1,500,000 shares

Class A common stock in public offering

Offering price

$2.00 per share

Public offering price for Class A common stock

Over-allotment shares

225,000 shares

30-day underwriter option for additional shares

Gross proceeds

$3.0 million

Expected gross proceeds before expenses, excluding option exercise

Option period

30 days

Underwriter option to purchase additional shares

Form S-3 file number

333-273098

Previously effective shelf registration statement cited for this offering

S-3 effective date

January 25, 2024

Date Form S-3 registration statement became effective

Expected closing date

February 17, 2026

Target closing date for the offering, subject to conditions

Historical Context

5 past events · Latest: Feb 12

5 events

1. Feb 12

   Equity offering plan

   24h Move

   +12.4%

   Announced proposed underwritten public offering with 15% over-allotment option.

2. Feb 12

   Acquisition & notes

   24h Move

   +12.4%

   Agreed to acquire IndiCue using cash, stock, and 9% convertible notes.

3. Feb 10

   Earnings date set

   24h Move

   -4.2%

   Scheduled Q3 FY2026 results and conference call for February 17, 2026.

4. Feb 09

   AI service launch

   24h Move

   -3.0%

   Launched Matchpoint Creative Labs targeting high-margin AI-driven ad services.

5. Feb 05

   Content release

   24h Move

   -3.7%

   Announced digital and upcoming physical releases for Silent Night, Deadly Night.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

public offering, underwriter, shelf registration statement, form s-3, +2 more

6 terms

public offering financial

"announced the pricing of a public offering of 1,500,000 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

underwriter financial

"Cineverse granted the underwriter a 30-day option to purchase"

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

View in glossary

shelf registration statement regulatory

"A shelf registration statement on Form S-3 (File No. 333-273098)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-273098)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"by means of a written prospectus and prospectus supplement that form a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"that form a part of the registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 12, 2026 /PRNewswire/ -- Cineverse Corp. (Nasdaq: CNVS) ("Cineverse"), an innovative and independent entertainment technology company and studio, today announced the pricing of a public offering of 1,500,000 shares of its Class A common stock (the "common stock") at a public offering price of $2.00 per share. Cineverse granted the underwriter a 30-day option to purchase up to an additional 225,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds from the offering to Cineverse, before deducting underwriting discounts and commissions and other offering expenses payable by Cineverse, are expected to be approximately $3.0 million, excluding any exercise of the underwriters' option to purchase additional shares. The offering is expected to close on February 17, 2026, subject to the satisfaction of customary closing conditions. The offering included participation from Cineverse Chairman and CEO Chris McGurk, along with other key members of Cineverse's management team.

The Benchmark Company, LLC is acting as the sole underwriter for the proposed offering.

A shelf registration statement on Form S-3 (File No. 333-273098) relating to the shares was previously filed with the Securities and Exchange Commission (the "SEC") and became effective on January 25, 2024. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at www.SEC.gov. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and available on the SEC's website at www.SEC.gov. A copy of the final prospectus supplement and the accompanying prospectus, when available, may be obtained by contacting: The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, NY 10155, Attention: Prospectus Department, or by email at prospectus@benchmarkcompany.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cineverse

Cineverse (Nasdaq: CNVS) is an entertainment technology company and studio. Fiercely innovative and independent, Cineverse develops and invests in technology and content that drives the future of the industry. Core to its business is Matchpoint® – a growing tech ecosystem powered by AI and designed to prepare, distribute, monetize, and continuously improve content across any platform. Matchpoint helps studios large and small operate at scale and improve performance and efficiency in an increasingly fragmented distribution environment. Additionally, Cineverse distributes more than 71,000 premium films, series, and podcasts, across theatrical, home entertainment, and streaming; operates dozens of digital properties that super serve passionate fandoms around the world; and works with leading brands to connect them with audiences they value. From award-winning technology to the highest-grossing unrated film in U.S. history, Cineverse has created a playbook that marries tech and content to redefine the next era of entertainment.

Forward-Looking Statements

Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse's filings with the Securities and Exchange Commission, including Cineverse's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.

For additional information, please contact:

For Media
The Lippin Group for Cineverse
cineverse@lippingroup.com

At Cineverse
Julie Milstead
investorrelations@cineverse.com

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SOURCE Cineverse Corp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Cineverse (CNVS) offer and at what price on February 13, 2026?

Cineverse offered 1,500,000 Class A shares at $2.00 per share. According to the company, the public offering price was set at $2.00 with an underwriter option for additional shares.

What gross proceeds does the Cineverse (CNVS) offering expect to raise and when will it close?

The offering is expected to raise approximately $3.0 million in gross proceeds. According to the company, the offering is expected to close on February 17, 2026, subject to customary closing conditions.

Did Cineverse (CNVS) management participate in the February 2026 offering?

Yes, Cineverse management participated, including Chairman and CEO Chris McGurk. According to the company, key management members joined the offering alongside other investors.

Who is underwriting the Cineverse (CNVS) public offering and is there an over-allotment option?

The Benchmark Company, LLC is the sole underwriter for the offering. According to the company, the underwriter has a 30-day option to buy up to 225,000 additional shares.

Will the Cineverse (CNVS) offering use an existing registration and where can the prospectus be found?

Yes, the offering uses a Form S-3 shelf registration that became effective on January 25, 2024. According to the company, the preliminary and final prospectus supplements will be available on the SEC website.

How will underwriting fees and expenses affect Cineverse (CNVS) net proceeds from the offering?

Underwriting discounts, commissions and offering expenses will reduce net proceeds below the gross $3.0 million. According to the company, the stated $3.0 million figure is before those deductions.