Cineverse (NASDAQ: CNVS) to swap Series A Preferred for common shares

Rhea-AI Filing Summary

Cineverse Corp. entered into an Exchange Agreement with OCI-Cinedigm, LLC on April 27, 2026 to swap Series A Preferred shares for Class A common stock. The agreement covers an aggregate 3.118 shares of Preferred Stock, to be exchanged in five equal tranches starting May 1, 2026.

The number of common shares issued in each tranche will be based on the 5-day volume weighted average price of the common stock ending on the trading day before each exchange. Cineverse is authorized to issue up to 1,500,000 shares of Class A common stock under this agreement, and each exchanged Preferred share will be retired and returned to authorized but unissued status. The common shares will be issued in a private, unregistered transaction under Section 3(a)(9) of the Securities Act.

Insights

Capital structure analyst

Cineverse is converting a small Series A Preferred position into common stock in staged tranches.

Cineverse Corp. agreed with OCI-Cinedigm, LLC to exchange an aggregate 3.118 shares of Series A Preferred for Class A common stock under an Exchange Agreement dated April 27, 2026. The exchange occurs in five equal tranches beginning May 1, 2026, with each tranche priced using the 5-day volume weighted average price of the common stock before the exchange.

The company is authorized to issue up to 1,500,000 common shares under this agreement, and each exchanged Preferred share will be retired and restored to authorized but unissued preferred stock. This shifts value from preferred to common holders and eliminates the exchanged Preferred series portion, but the excerpt does not quantify Cineverse’s total capital base, so the relative scale of potential dilution or balance-sheet impact cannot be assessed from this text alone.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preferred shares exchanged: 3.118 shares Authorized common under agreement: 1,500,000 shares Number of tranches: 5 tranches +4 more

7 metrics

Preferred shares exchanged 3.118 shares Aggregate Series A Preferred covered by Exchange Agreement

Authorized common under agreement 1,500,000 shares Maximum Class A common stock issuable under Exchange Agreement

Number of tranches 5 tranches Equal tranches for preferred-to-common exchange

Pricing method 5-day VWAP Volume weighted average price ending before each exchange date

Securities Act exemption Section 3(a)(9) Unregistered issuance of common shares for preferred exchange

Agreement date April 27, 2026 Date Cineverse and OCI-Cinedigm, LLC signed Exchange Agreement

Exchange start date May 1, 2026 Commencement date for first exchange tranche

Key Terms

Exchange Agreement, Series A Preferred, volume weighted average price, Section 3(a)(9) of the Securities Act of 1933, +1 more

5 terms

Exchange Agreement financial

"entered into an exchange agreement (the “Exchange Agreement”) with OCI-Cinedigm, LLC"

Series A Preferred financial

"a holder of shares of the Company’s Series A Preferred (the “Preferred Stock”)"

Series A preferred is an early round of equity that gives certain investors a special class of shares with priority rights over common shareholders, such as first claim on assets or dividends and often the option to convert into common stock later. Think of it like a VIP ticket at a concert that guarantees earlier entry and some extra perks; for investors it reduces risk, defines ownership stakes, and affects control and potential returns in future sales or public offerings.

volume weighted average price financial

"calculated by dividing the value of the shares of Preferred Stock being exchanged by the 5-day volume weighted average price"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Section 3(a)(9) of the Securities Act of 1933 regulatory

"The shares of Common Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended."

Section 3(a)(9) of the Securities Act of 1933 is a limited registration exemption that lets holders swap one security for another issued by the same company—common in reorganizations, mergers, exchanges or bankruptcy—without the company having to register the transaction with the SEC. Think of it like trading in an old product for a new model from the same maker: investors care because it can speed restructuring, cut legal costs and paperwork, and affect when and how shares become tradable, which in turn influences liquidity and potential dilution.

unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April, 27, 2026

Cineverse 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.)
224 W. 35th St. Suite 500, #947
New York, New York				10001
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 206-8600

Not Applicable

(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:

☐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, PAR VALUE $0.001 PER SHARE		CNVS		The Nasdaq Stock 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 transition 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.

On April 27, 2026, Cineverse Corp. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with OCI-Cinedigm, LLC, a holder of shares of the Company’s Series A Preferred (the “Preferred Stock”). Pursuant to the Exchange Agreement, the Company agreed to issue shares of its Class A common stock, par value $0.001 per share (the “Common Stock”) in exchange for an aggregate of the holder’s 3.118 shares of Preferred Stock. The exchange will be made in five (5) equal tranches, commencing May 1, 2026, and the number of shares of Common Stock issuable in each tranche will be calculated by dividing the value of the shares of Preferred Stock being exchanged by the 5-day volume weighted average price ending on the trading day preceding the exchange. The Company is authorized to issue up to 1,500,000 shares of Common Stock under the Exchange Agreement. Upon the exchange of each tranche, the shares of Preferred Stock so exchanged will be immediately retired and restored to the status of authorized but unissued preferred stock.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated herein by reference. The shares of Common Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Exchange Agreement dated April 27, 2026 between Cineverse Corp. and OCI-Cinedigm, LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Date:	May 1, 2026	By:	/s/ Gary Loffredo
		Name: Date:	Gary S. Loffredo Chief Legal Officer, Secretary and Senior Advisor

FAQ

What agreement did Cineverse Corp. (CNVS) enter into with OCI-Cinedigm, LLC?

Cineverse entered into an Exchange Agreement with OCI-Cinedigm, LLC on April 27, 2026. It provides for exchanging Series A Preferred shares for Class A common stock in five equal tranches, with each tranche based on a 5-day volume weighted average price calculation.

How many Series A Preferred shares are being exchanged by Cineverse (CNVS)?

The Exchange Agreement covers an aggregate 3.118 shares of Cineverse’s Series A Preferred Stock. These preferred shares will be exchanged for Class A common stock in five equal tranches and, upon each exchange, will be retired and returned to authorized but unissued preferred stock status.

How many Cineverse (CNVS) common shares can be issued under the Exchange Agreement?

Cineverse is authorized to issue up to 1,500,000 shares of its Class A common stock under the Exchange Agreement. The exact number issued in each of the five tranches will depend on the 5-day volume weighted average price before each exchange date.

How is the exchange price determined in Cineverse’s (CNVS) agreement?

For each tranche, Cineverse calculates common shares by dividing the value of the Preferred Stock exchanged by the 5-day volume weighted average price. That average is measured over the five trading days ending on the trading day preceding each applicable exchange date.

When do Cineverse (CNVS) preferred-for-common exchanges begin and how many tranches are there?

The exchange of Cineverse’s Series A Preferred for Class A common stock begins on May 1, 2026. It will occur in five equal tranches. After each tranche, the exchanged Preferred shares are immediately retired and restored as authorized but unissued preferred stock.

Were the Cineverse (CNVS) common shares issued in this transaction registered with the SEC?

The Cineverse common shares issued in connection with this Exchange Agreement were not registered. They were issued as an unregistered offering relying on Section 3(a)(9) of the Securities Act of 1933, which generally covers exchanges of securities with existing security holders.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 159.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB