[8-K] Cineverse Corp. Reports Material Event
Rhea-AI Filing Summary
Cineverse Corp. agreed to sell 1,500,000 shares of its Class A common stock in an underwritten public offering at $2.00 per share, for gross proceeds of about $3.0 million before fees and expenses. The net proceeds from the sale of the Shares are expected to be approximately $2.8 million.
The underwriter received an option to purchase up to an additional 225,000 shares, which was later exercised in full, bringing potential net proceeds to about $3.2 million. Cineverse plans to use the cash for working capital and general corporate purposes, including financing content acquisition and development. The Benchmark Company, LLC is acting as sole underwriter.
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8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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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):
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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).
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 1.01 | Entry into a Definitive Material Agreement. |
On February 12, 2026, Cineverse Corp. (the “Company”) agreed to sell in a public offering an aggregate of 1,500,000 shares (the “Shares”) of the Company’s Class A common stock (the “Common Stock”), at a purchase price of $2.00 per share, for aggregate gross proceeds of approximately $3.0 million, before deducting underwriting commissions and expenses payable by the Company (the “Offering”). We have granted to the Underwriter an option to purchase up to an additional 225,000 shares (“Option Shares” and, together with the Shares, the “Offered Shares”) of common stock from us at the same price to the public, and with the same underwriting discount. The Offered Shares will be sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with The Benchmark Company, LLC (the “Underwriter”) and pursuant a prospectus and prospectus supplement which are part of the Company’s shelf registration statement on Form S-3 (File No. 333-273098) filed with the Securities and Exchange Commission (the “SEC”).
The closing of the sale of the Shares is expected to occur on or about February 17, 2026, subject to the satisfaction of customary closing conditions. The net proceeds to the Company from the sale of the Shares, after deducting the fees of the underwriter but before paying the Company’s estimated Offering expenses, is approximately $2.8 million (or $3.2, if the Underwriter exercises its option to purchase all of the Option Shares). The Company intends to use the net proceeds from the sale of the Offered Shares for working capital and for other general corporate purposes, including the financing of content acquisition and development.
On February 13, 2026, the Underwriter exercised its option to purchase the Option Shares in full.
The Benchmark Company, LLC, is acting as sole underwriter for the Offering.
The opinion of Kelley Drye & Warren LLP regarding the validity of the Offered Shares sold in the Offering is attached hereto as Exhibit 5.1.
On February 12, 2026, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1 and a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.2.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to, and incorporate herein by reference, the full text thereof, a copy of which is filed herewith as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated February 12, 2026. | |
| 5.1 | Opinion of Kelley Drye & Warren LLP. | |
| 23.1 | Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1 hereto). | |
| 99.1 | Press Release dated February 12, 2026. | |
| 99.2 | Press Release dated February 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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.
| Dated: February 13, 2026 | By: | /s/ Gary S. Loffredo | ||||
| Name: | Gary S. Loffredo | |||||
| Title: | Chief Legal Officer, Secretary and Senior Advisor | |||||
Exhibit 99.1
Cineverse Announces Proposed Public Offering of Class A Common Stock
LOS ANGELES, February 12, 2026 – Cineverse Corp. (Nasdaq: CNVS) (“Cineverse”), an innovative and independent entertainment technology company and studio, today announced a proposed underwritten public offering of shares of its Class A common stock (the “common stock”). Cineverse intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of shares of its common stock in the underwritten public offering. The offering is subject to market conditions, and there can be no assurance as to whether, or when, the offering may be completed or as to the actual size or terms of the proposed offering.
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 will be filed with the SEC and available on the SEC’s website at www.SEC.gov once filed. A copy of the preliminary prospectus supplement and 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. For more information, visit home.cineverse.com.
Safe Harbor Statement
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
Exhibit 99.2
Cineverse Announces Pricing of $3.0 Million Public Offering of Class A Common Stock
NEW YORK, February 12, 2026 – 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