CNVS (NASDAQ: CNVS) keeps $30M ATM capacity under Sales Agreement

Rhea-AI Filing Summary

CNVS supplements its May 3, 2024 prospectus supplement to state it may offer and sell up to $30,000,000 of Class A common stock through A.G.P./Alliance Global Partners and The Benchmark Company, LLC as sales agents under an existing Sales Agreement, consistent with a recent SEC staff interpretation. Through May 29, 2026, the company has sold 1,415,066 shares under the agreement; the last reported Nasdaq sale price was $2.56 per share on June 5, 2026. This supplement modifies prior supplements and preserves the aggregate offering amount of $30,000,000 for at-the-market sales as permitted by the Staff Interpretation.

Insights

Capital Markets Attorney

TL;DR: Supplement confirms an ATM capacity of $30,000,000 under an existing sales agreement, relying on a recent SEC staff interpretation.

The supplement amends earlier prospectus supplements to state the company may offer up to $30,000,000 of Class A common stock through named sales agents under the Sales Agreement. The change expressly cites the Staff Interpretation to preserve the previously filed prospectus supplement amount despite a subsequent Form S-3 eligibility shift.

This is a disclosure and compliance update rather than a new financing event; the exact cash-flow treatment and timing of future sales remain governed by the Sales Agreement and are not specified in this excerpt.

Equity Capital Markets Analyst

TL;DR: The company retains an aggregate ATM capacity of $30,000,000 and has placed 1,415,066 shares to date.

The supplement clarifies that at-the-market sales may continue up to the aggregate $30,000,000 offering price, citing the Staff Interpretation that permits honoring the originally filed prospectus supplement amount. The excerpt reports 1,415,066 shares sold through May 29, 2026.

Practical implications—actual issuance pace, potential dilution, and proceeds received depend on future sales under the Sales Agreement; those details are not included in the provided text.

Key Figures

Aggregate offering capacity: $30,000,000 Shares sold to date: 1,415,066 shares Last reported sale price: $2.56 +1 more

4 metrics

Aggregate offering capacity $30,000,000 Prospectus Supplement No. 3

Shares sold to date 1,415,066 shares Through May 29, 2026 under the Sales Agreement

Last reported sale price $2.56 Nasdaq last sale on June 5, 2026

Registration statement Form S-3 (File No. 333-273098) Registration referenced in supplement

Key Terms

at-the-market offering, Form S-3 General Instruction I.B.6, Section 10(a)(3) update, Sales Agreement

4 terms

at-the-market offering financial

"offer and sale, from time to time, of shares of our Class A common stock"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Form S-3 General Instruction I.B.6 regulatory

"eligible to use Form S-3 in reliance on General Instruction I.B.6 of Form S-3"

Section 10(a)(3) update regulatory

"at the time of the company’s next Section 10(a)(3) update"

Sales Agreement financial

"terms of a sales agreement we entered into as of May 3, 2024"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Offering Details

ATM

Offering

Offering Type ATM

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-273098

PROSPECTUS SUPPLEMENT

Supplement No. 3 to Prospectus Supplement dated May 3, 2024

$30,000,000

Class A Common Stock

This supplement no. 3 dated June 8, 2026 (“supplement no. 3”) supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated May 3, 2024 (the “initial prospectus supplement”), supplement no. 1 thereto dated September 6, 2024 (“supplement no. 1”), and supplement no. 2 thereto dated July 11, 2025 (“supplement no. 2”, together with the initial prospectus supplement and supplement no. 1, the “Prospectus”) as a part of our registration statement on Form S-3 (File No. 333-273098) (the “Registration Statement”), which we refer to as the initial prospectus supplement, relating to the offer and sale, from time to time, of shares of our Class A common stock, par value $0.001 per share (the “Common Stock”) to or through A.G.P./Alliance Global Partners (“A.G.P.”) and The Benchmark Company, LLC (“Benchmark,” and collectively with A.G.P., the “Agents”) acting as our sales agent, in accordance with the terms of a sales agreement we entered into as of May 3, 2024 (the “Sales Agreement”) with the Agents. This supplement should be read in conjunction with, is not complete without, and may not be delivered or utilized except in connection with, the initial prospectus supplement, supplement no. 1 and supplement no. 2 and documents incorporated by reference therein. If there is any inconsistency between the information in the initial prospectus supplement, supplement no. 1, supplement no. 2 and this supplement, you should rely on the information in this supplement. Any information that is modified or superseded in the initial prospectus supplement shall not be deemed to constitute a part of the initial prospectus supplement, except as modified or superseded by this supplement.

The Sales Agreement with the Agents provides that we may issue and sell shares of our Common Stock registered on the Registration Statement from time to time to or through the Agents subject to offering limitations, as applicable, under General Instruction I.B.6. of Form S-3. Subsequent to the filing of supplement no. 2, on March 19, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Question 116.26 of the Securities Act Forms Corporation Finance Interpretations (the “Staff Interpretation”). The Staff Interpretation provides that, where (i) a company has entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and sell, (ii) the company had an effective Form S-3 registration statement, was eligible to offer and sell securities in reliance on General Instruction I.B.1 of Form S-3, and filed a prospectus supplement for the offering, and (iii) at the time of the company’s next Section 10(a)(3) update, the company does not meet the $75 million public float requirement of General Instruction I.B.1 of Form S-3 but remains eligible to use Form S-3 in reliance on General Instruction I.B.6 of Form S-3, the Staff will not object if the company continues to offer and sell the full amount of securities covered by the prospectus supplement that was filed prior to the Section 10(a)(3) update, even if that amount would exceed the offering limits of General Instruction I.B.6 of Form S-3. Consistent with the Staff Interpretation, the Company hereby supplements the Prospectus to reflect that it may offer and sell shares of Common Stock having an aggregate offering price equal to $30,000,000.

Accordingly, under the terms of the Sales Agreement, we may offer and sell through the initial prospectus supplement, as amended and supplemented by supplement no. 1, supplement no. 2, and this supplement no. 3, shares of Common Stock having an aggregate offering price of up to $30,000,000 from time to time to or through the Agents. This supplement no. 3 is being filed to update this position, previously reported in supplement no. 2. Through May 29, 2026, we have sold 1,415,066 shares of Common Stock in accordance with the Sales Agreement.

The shares of our Common Stock are listed for trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNVS.” On June 5, 2026, the last reported sale price of the Common Stock on Nasdaq was $2.56 per share.

Investing in our securities involves significant risks. See “Risk Factors” in the initial prospectus supplement, and under similar headings in other documents filed and incorporated by reference herein and therein 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.

A.G.P. The Benchmark Company

The date of this supplement is June 8, 2026.

FAQ

What does CNVS's supplement No. 3 state about the offering size?

It confirms an aggregate offering capacity of $30,000,000 for Class A common stock under the Sales Agreement. The supplement cites a Securities and Exchange Commission staff interpretation allowing the company to continue offering that aggregate amount.

How many shares has CNVS sold under the Sales Agreement so far?

Through May 29, 2026, CNVS sold 1,415,066 shares under the Sales Agreement. The figure is reported in this supplement as the cumulative amount sold to date under the at-the-market program.

Who are the selling agents named in the CNVS supplement?

The named sales agents are A.G.P./Alliance Global Partners and The Benchmark Company, LLC. They act as sales agents to sell shares from time to time under the Sales Agreement.

What price does the supplement cite for CNVS common stock?

The supplement reports the last reported Nasdaq sale price as $2.56 per share on June 5, 2026. This is presented as a market-price reference in the disclosure.

Why did CNVS file this supplement to the prospectus?

CNVS filed Supplement No. 3 to reflect that, consistent with the SEC Staff Interpretation, it may offer and sell up to $30,000,000 of Common Stock under the previously filed prospectus supplement. It updates and supersedes prior supplements as indicated.