Cineverse (NASDAQ: CNVS) acquires IndiCue and raises $13M via 9% convertible notes
Rhea-AI Filing Summary
Cineverse Corp. signed a stock purchase agreement to acquire all equity of IndiCue, a connected TV monetization platform, for $22.0 million in base consideration plus up to $18.0 million in performance-based earnouts, for total potential consideration of $40.0 million. The base price includes $12.8 million in cash at closing and $9.2 million in Class A common stock, with stock issued on the first anniversary of closing at a price tied to the 5‑day VWAP or Nasdaq Minimum Price.
To help fund the deal and working capital, Cineverse issued $13.0 million of 9% convertible notes maturing in four years, convertible into common stock at $2.00 per share and junior to existing secured debt. IndiCue is expected to generate about $38 million of revenue and $9.6 million of EBITDA in 2026, and Cineverse outlined a path to $115–$120 million in revenue and $10–$20 million in adjusted EBITDA in fiscal 2027 as it shifts toward higher‑margin, recurring technology revenue.
Positive
- Transformational ad-tech acquisition with strong margins: Cineverse is acquiring IndiCue for up to $40.0 million, adding a CTV monetization platform expected to generate about $38 million revenue and $9.6 million EBITDA in 2026, implying a 25% EBITDA margin and immediate accretion at close.
- Ambitious growth and profitability targets: The company outlines a path to $115–$120 million in revenue and $10–$20 million in adjusted EBITDA in fiscal 2027, reflecting a shift toward scalable, recurring technology and infrastructure economics.
Negative
- New high-coupon convertible debt and dilution risk: Cineverse issued $13.0 million of 9% convertible notes at a $2.00 conversion price, junior to existing secured debt, adding leverage and potential equity dilution through investor conversions or warrant issuance upon prepayment.
Insights
Cineverse makes a sizable ad-tech acquisition funded with new convertible debt, aiming for higher-margin, recurring tech revenue.
Cineverse is buying IndiCue for $22.0 million in base consideration plus up to $18.0 million in earnouts, positioning it as an integrated streaming infrastructure and monetization platform. IndiCue is projected to deliver about $38 million revenue and $9.6 million EBITDA in 2026, implying a healthy 25% EBITDA margin.
The company issued $13.0 million of 9% convertible notes at a $2.00 conversion price, junior to existing secured debt, which introduces interest expense and potential future dilution. Notes can be converted at investor option, or forced by Cineverse in tranches, and may be prepaid with additional warrant issuance.
Management frames the transaction as transformational, targeting fiscal 2027 revenue of $115–$120 million and adjusted EBITDA of $10–$20 million. Actual outcomes will depend on successful integration of IndiCue, performance against earnout milestones, and how much of the convertible notes ultimately convert to equity versus remaining as debt.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
IndiCue Acquisition
On February 13, 2026 (the “Closing Date”), Cineverse Corp. (the “Company”) purchased all of the issued and outstanding equity securities (the “Acquisition”) of IndiCue, Inc., a Delaware corporation (“IndiCue”), a next-generation CTV monetization and engagement platform, built for media owners, publishers, and streaming platforms that want full control over their Connected TV advertising (the “IndiCue Business”), pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated February 12, 2026, by and among the Company, John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (collectively, the “Sellers”).
The purchase price for the Acquisition was $22,000,000, subject to working capital and other adjustments, consisting of (i) $12,800,000 in cash at closing and (ii) $9,200,0000 in Class A Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), at a per share price equal to the greater, as of the date of the Purchase Agreement, of (A) the 5 day VWAP and (B) the Nasdaq Minimum Price, on the first anniversary of the closing, or earlier under certain circumstances. In addition, the Company will pay the Sellers certain post-closing earnout amounts (if any) based on Indicue’s achievement of certain revenue growth targets and gross margin targets, payable in cash or shares of common stock under certain circumstances. The Agreement includes certain restrictive covenants of the Sellers, including noncompetition provisions.
Concurrently with the closing of the Acquisition, the Company entered into a registration rights agreement (the “IndiCue Registration Rights Agreement”) with the Sellers, pursuant to which the Company agreed to file a registration statement for the resale of the Registrable Securities (as defined in the IndiCue Registration Rights Agreement) with the SEC.
The Purchase Agreement includes standard indemnification provisions, and a number of other covenants and agreements of the parties concerning the transactions contemplated by the Purchase Agreement, including concerning cooperation and assistance, confidentiality, and compliance with laws.
The foregoing does not purport to be a complete description of each of the Purchase Agreement and the IndiCue Registration Rights Agreement and each such description is qualified in its entirety by reference to the full text of each such document, forms of which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Convertible Notes
On February 12, 2026, the Company issued and sold convertible notes in the aggregate principal amount of $13,000,000 (each, a “Note”) to certain lenders (individually, an “Investor” and collectively, the “Investors”) pursuant to those certain note purchase agreements (each, a “Purchase Agreement”), dated February 12, 2026, between the Company and each Investor.
The Notes mature on the earlier to occur of (i) the four year anniversary of issuance and (ii) an event of default (such date, the “Maturity Date”). The Notes bear interest at a rate of 9% per annum payable in cash or, as to a portion, in shares of Common Stock in the holder’s discretion.
At any time after issuance of the Notes, the Investors may convert their Notes, in whole or in part, into shares of Common Stock, in accordance with the terms of the Notes at a conversion price per share of $2.00 (the “Conversion Price”), subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar events. The Company can require conversion in tranches of up to approximately 15% of the original principal amount of the Notes during each of the six-month periods beginning July 1, 2026 and ending December 31, 2028, with any unconverted tranches available on a cumulative basis in future tranches.
The Notes may be prepaid by paying 100% of the outstanding principal amount, interest on the outstanding principal amount through the earlier of the Maturity Date or the date that is 24 months from the date of prepayment, and warrants (the “Warrants”) to purchase the number of shares of Common Stock into which the principal amount then outstanding would be convertible at the Conversion Price, with such warrants having an exercise price equal to such Conversion Price and a term that ends on the Maturity Date.
The Notes rank junior to secured debt of the Company, including the Second Amended and Restated Loan, Guaranty, and Security Agreement, dated as of April 8, 2025, by and among East West Bank (the “Existing Lender”), the Company and the Guarantors party thereto.
The Purchase Agreements provide customary representations, warranties, and covenants of the Company and the Investors. The Notes also contain standard and customary events of default. Upon a change of control, as defined in the Notes, the Investors will receive 120% of the outstanding principal amount of the Notes unless the Investors elect to receive consideration in the Change of Control on an as-converted basis in lieu of the cash payment. Part of the proceeds from the sale of the Notes were used to fund the cash portion of the purchase price of the Acquisition.
The Investors have the right to designate one non-voting observer to the Company’s Board of Directors under certain limited circumstances.
Concurrently with the closing of the sale of the Notes, the Company entered into a registration rights agreement (the “Notes Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement for the resale of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC.
The securities were offered pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
The Benchmark Company, LLC (the “Placement Agent”) acted as the sole placement agent for sale of the Notes.
The foregoing does not purport to be a complete description of each of the Purchase Agreements, the Notes, the Warrants, and the Notes Registration Rights Agreement, and each such description is qualified in its entirety by reference to the full text of each such document, forms of which are filed as Exhibit 10.3, 4.1, 4.2 and 10.4 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 above is incorporated herein by reference into this Item 2.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. The securities were sold pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 7.01 | Regulation FD Disclosure |
On February 13, 2026, the Company issued a press release announcing the closing of the Acquisition and the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of IndiCue, Inc. |
Audited financial statements of IndiCue, Inc.as of and for the years ended December 31, 2024 and 2023, together with the related notes to the financial statements are included as Exhibit 99.2 to this Current Report on Form 8-K.
Unaudited financial statements of IndiCue, Inc. for the nine months ended September 30, 2025, together with the related notes to the financial statements, are included as Exhibit 99.3 to this Current Report on Form 8-K.
| (b) | Pro Forma Financial Information. |
Unaudited Proforma Condensed Combined Balance Sheet as of September 30, 2025, and the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended March 31, 2025 and the six months ended September 30, 2025, together with related unaudited notes to the proforma financial statements are included as Exhibit 99.4 to this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 4.1 | Form of Note dated as of February 12, 2026 | |
| 4.2 | Form of Warrants (Notes) | |
| 10.1 | Stock Purchase Agreement dated as of February 12, 2026 among the Company and the Sellers named therein. ** | |
| 10.2 | Form of IndiCue Registration Rights Agreement dated as of February 12, 2026 | |
| 10.3 | Form of Note Purchase Agreement dated as of February 12, 2026 | |
| 10.4 | Form of Notes Registration Rights Agreement dated as of February 12, 2026 | |
| 99.1 | Press release dated February 13, 2026 | |
| 99.2 | Audited financial statements of IndiCue, Inc. for the years ended December 31, 2024 and 2023, together with the related notes to the financial statements (incorporated by reference to the Current Report on Form 8-K filed on February 12, 2026, File No. 001-31810). | |
| 99.3 | Unaudited financial statements of IndiCue, Inc. for the nine months ended September 30, 2025, together with the related notes to the financial statements (incorporated by reference to the Current Report on Form 8-K filed on February 12, 2026, File No. 001-31810). | |
| 99.4 | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025, and the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended March 31, 2025 and the six months ended September 30, 2025, together with related unaudited notes to the proforma financial statements (incorporated by reference to the Current Report on Form 8-K filed on February 12, 2026, File No. 001-31810). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| ** | Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
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.
| CINEVERSE CORP. | ||||||
| Dated: February 17, 2026 | By: | /s/ Gary S. Loffredo | ||||
| Gary S. Loffredo Chief Legal Officer, Secretary and Senior Advisor | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Cineverse Acquires Profitable Connected TV Monetization Platform IndiCue in Transformational Deal, Expanding High-Margin Infrastructure that Powers Modern Content Distribution
Establishes Clear Path to $115-$120 Million in Revenue and $10-$20 Million in Adjusted EBITDA in Fiscal Year 2027 Commencing April 1, 2026 (1)
Accelerates Transition to Majority Technology Revenue Through Scalable, Recurring Infrastructure Economics
Transaction Financed by Existing Long-Term Shareholders
LOS ANGELES, February 13, 2026 - Cineverse Corp. (Nasdaq: CNVS) today announced the acquisition of IndiCue, Inc., a profitable advertising technology company, achieving a major milestone in Cineverse’s evolution into a streaming infrastructure company — building and operating the systems that power how content is distributed and monetized across the global video streaming ecosystem.
The acquisition integrates IndiCue’s advertising and monetization capabilities directly into Cineverse’s award-winning Matchpoint® platform, enabling Cineverse to operate a unified system spanning content preparation, distribution, monetization, reporting, and real-time performance optimization across FAST, AVOD, Connected TV (CTV), and all ad-supported streaming environments.
With this integration, Cineverse moves beyond passive distribution and reporting by gaining the ability to actively improve how content generates advertising revenue in real-time, responding dynamically to viewer behavior and market demand.
This deal, following the recently announced acquisition of Giant Worldwide by Cineverse, exemplifies the Company’s continued strategic and disciplined approach to value creation for shareholders. It continues to focus on identifying companies with strong recurring revenue at attractive valuations, then enhancing their revenue potential by converting them to the modern era by implementing automation and system-level optimization that drive scale with software-like profit margins, while operating essential media and advertising infrastructure.
“This represents a key leap forward for Cineverse, with IndiCue adding a strategically important monetization component that, when combined with our existing Matchpoint platform suite, gives us a near end-to-end technology platform whose high level of automation provides a significant competitive advantage by dramatically lowering costs while providing higher operational efficiency than any competitor out there,” said Cineverse Chairman and CEO Chris McGurk.
He added, “The acquisitions of IndiCue and Giant Worldwide have largely completed our strategy to build a comprehensive, scalable infrastructure solution for the entertainment industry, and transform our company, which – alongside our studio operations – is now in position to thrive, with a strong balance sheet and high-growth recurring revenue, margin and income profile. IndiCue strengthens the execution layer of our business, adding profitable, recurring monetization infrastructure that scales as volume and complexity increase across the streaming ecosystem.”
IndiCue – CTV Monetization with 100+ Customers Live or Onboarding
IndiCue is a proprietary connected television (CTV) monetization platform that provides streaming publishers and operators with the technology infrastructure to manage, optimize, and grow their advertising revenue across FAST, AVOD, and ad-supported streaming environments.
The company operates an integrated ad technology stack that includes ad serving, supply-side platform (SSP), demand-side platform (DSP), and server-side ad insertion (SSAI) capabilities, all built on high-performance bare metal infrastructure designed for low operational costs, speed, reliability, and scale.
Founded in 2023, IndiCue has rapidly scaled to more than 40 live clients, with 75 additional publishers currently being onboarded. IndiCue is expected to generate approximately $38 million in revenue and $9.6 million in EBITDA in calendar year 2026, representing a 25% EBITDA margin and immediate accretion at close, reflecting the operating leverage of transaction-driven CTV advertising infrastructure.(1)
IndiCue’s customer base includes major media companies such as IMAX, Freecast, Cannella Media, Loop Media, KTSF, and Dial Up Media, as well as many independent FAST and AVOD platforms and other streaming content distributors.
Financial Impact and Outlook
The acquisition positions Cineverse for a materially improved financial profile, driven by scalable, recurring technology revenue and expanding operating leverage.
| • | Fiscal Year 2027 revenue is expected to reach $115-$120 million, with technology platforms representing more than 50% of total revenue. |
| • | Adjusted EBITDA is expected to reach $10-$20 million in Fiscal Year 2027, reflecting the accretive nature of the transaction and continued margin expansion.(1) |
| • | IndiCue is EBITDA-positive at close and is expected to contribute approximately $38 million of annualized revenue beginning in Fiscal Year 2027 (commencing April 1, 2026). |
| • | IndiCue’s revenue scales with advertising transaction volume across the CTV ecosystem, supporting durable, recurring infrastructure revenue rather than license-based software economics. |
Strategic Rationale
The addition of IndiCue into the Matchpoint ecosystem completes a critical component of Cineverse’s platform strategy and vision. The combined companies now connect distribution, data, and monetization into a single, unified solution, allowing Cineverse and its streaming partners to respond dynamically to performance signals, optimize ad placement, and improve ad yield across the highly fragmented CTV landscape.
The combined platform functions as an execution layer for streaming content distribution and advertising monetization, providing real-time analytics visibility and automated workflows that FAST channels, AVOD services, and independent streaming operators require to remain competitive in the rapidly evolving ad-supported streaming market.
It also becomes the only independent, full-stack white-label solution unifying content delivery and ad monetization for studios and streaming operators. This positions Cineverse to effectively serve customers who want to reduce operational complexity by utilizing fewer vendors, reducing required integration points, and who demand a single accountable partner across both streaming operations and monetization.
The Product and Engineering teams from Cineverse and IndiCue will leverage the expansive Matchpoint technology portfolio to jointly develop new ad tech products and advanced data capabilities designed to deliver advancements within the CTV advertising ecosystem that leverage the unique combined capabilities and expertise of the two company’s technology teams.
IndiCue’s world-class monetization team will also directly support the revenue optimization of Cineverse’s portfolio of owned and operated streaming platforms, creating immediate value while driving continued platform development.
“For years, we’ve focused on building advanced, next-generation infrastructure designed to scale the highly complex task of digital video distribution,” said Erick Opeka, President and Chief Strategy Officer of Cineverse. “With IndiCue, Matchpoint becomes a closed loop: distribution, data, and monetization working together as a single system. This gives us a powerful feedback engine that allows us to understand performance in real time and act on it, improving results for our own content and for some of the largest media companies in the world.”
Transaction Financing and Alignment
The acquisition was financed through a combination of cash, deferred consideration, and performance-based earnouts, with total potential consideration of up to $40.0 million, including $22.0 million in base consideration and up to $18.0 million tied to future performance milestones.
Concurrent with closing and as previously disclosed, Cineverse raised $13 million in convertible notes to support the closing of transaction and working capital requirements. The note financing was driven by existing long-term Cineverse shareholders, reflecting strong conviction in the Company’s strategy and long-term value creation opportunity.
Integration and Team
IndiCue’s founding team and senior leadership have joined Cineverse in newly appointed roles under multi-year employment and retention agreements. This includes Nicholas Frazee newly appointed as EVP of Revenue, Yuriy Gorokhov as EVP of Technology and John Marchesini as EVP of Product & Monetization. The combined organization brings together deep expertise across CTV advertising technology, distribution, data, and content operations.
“IndiCue was built to improve content monetization and allow programmatic advertising to perform far more efficiently in complex, fragmented environments,” said Nicholas Frazee, Chief Executive Officer of IndiCue, and now EVP of Revenue for Cineverse. “Joining Cineverse allows us to integrate our advanced monetization capabilities directly into an enterprise-grade platform that powers content distribution at significant scale. We are now in the unique position of controlling the entire content and ad pipeline from end-to-end. In addition, as an established ad platform and now first-party publisher, we can be nimble and leverage our complementary industry expertise to focus on building next-generation technology that will define the future of advertising.”
About Cineverse Technology Group
Cineverse develops proprietary technology that powers the future of entertainment, leveraging the Company’s position as a pioneer in the video streaming industry along with the industry-leading strength of its development team in India. This team has dedicated years building and refining technology solutions that have pioneered streaming content management and distribution while leaning into advances in AI to set the company apart from the competition. This includes the award-winning media supply chain platform Matchpoint™; the AI-powered search and discovery tool for film and television, CINESEARCH, which makes deciding what to watch as entertaining as the entertainment itself; cineCore, a dataset of more than two million titles, including extensive proprietary AI-generated film and TV metadata; and the C360 programmatic audience network and ad-tech platform that provides brands the opportunity to target and reach key fandoms wherever they are.
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. For more information, visit home.cineverse.com.
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected revenue, adjusted EBITDA, revenue mix, platform expansion, and long-term strategy. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Factors that may affect results are described in Cineverse’s filings with the Securities and Exchange Commission. Cineverse undertakes no obligation to update forward-looking statements.
(1) The Company does not provide a reconciliation of forward-looking Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying adjustments necessary to calculate such non-GAAP measure without unreasonable effort. Material changes to such adjustments could affect future GAAP results.
Investor Contact:
Julie Milstead
investorrelations@cineverse.com
Media Contact:
The Lippin Group for Cineverse
cineverse@lippingroup.com