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  4. [8-K] Cineverse Corp. Reports Material Event

Cineverse holders approve stock for IndiCue deal

Cineverse stockholders approved share issuances tied to the IndiCue acquisition and convertible notes, satisfying Nasdaq Listing Rule 5635 requirements.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Cineverse Corp. (CNVS) reported the results of its September 15, 2026 special stockholder meeting, where stockholders voted on two proposals related to share issuance and potential meeting adjournment. Proxies were solicited under Regulation 14A of the Exchange Act.

Stockholders approved a proposal to comply with Nasdaq Listing Rule 5635(a) and (d) by authorizing the issuance of all Class A common shares that may be issued to pay a portion of the purchase price and potential earnout for the IndiCue, Inc. acquisition, and upon conversion of and payment of interest under outstanding convertible notes. This proposal received 9,623,148 votes for, 1,069,804 against, and 6,039 abstentions. Stockholders also approved a proposal to permit adjournment of the special meeting, if necessary, which received 9,714,551 votes for, 908,018 against, and 76,422 abstentions.

Positive

  • Stockholders approved key share issuance authority needed to comply with Nasdaq Listing Rule 5635 for the IndiCue, Inc. acquisition consideration and potential issuances under outstanding convertible notes, helping facilitate these strategic and financing arrangements.

Negative

  • None.

Insights

Analyzing...

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Proposal 1 votes for 9,623,148 votes Approval of share issuance for IndiCue acquisition and convertible notes
Proposal 1 votes against 1,069,804 votes Share issuance approval under Nasdaq Listing Rule 5635(a) and (d)
Proposal 1 abstentions 6,039 votes Share issuance approval proposal
Proposal 2 votes for 9,714,551 votes Approval to adjourn the special meeting if necessary
Proposal 2 votes against 908,018 votes Adjournment proposal
Proposal 2 abstentions 76,422 votes Adjournment proposal
Trading symbol CNVS Class A common stock listed on The Nasdaq Stock Market
Nasdaq Listing Rule 5635(a) and (d) regulatory
"To approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (d), the issuance"
earnout amounts financial
"payment of a portion of the purchase price and the potential earnout amounts for our acquisition"
convertible notes financial
"upon conversion of and payment of interest under our outstanding convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Regulation 14A regulatory
"Proxies for the Special Meeting were solicited pursuant to Regulation 14A under the"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.

FAQ

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

What did Cineverse Corp. (CNVS) stockholders approve at the September 15, 2026 special meeting?
Stockholders approved issuing Class A common stock for the IndiCue, Inc. acquisition purchase price and potential earnout, and upon conversion of and interest on outstanding convertible notes, in compliance with Nasdaq Listing Rule 5635(a) and (d). They also approved a potential adjournment of the meeting.

What was Proposal 1 at Cineverse’s (CNVS) 2026 special stockholder meeting?
Proposal 1 sought approval, for Nasdaq Listing Rule 5635(a) and (d) compliance, of issuing all Class A common shares tied to (i) the IndiCue, Inc. acquisition purchase price and potential earnout and (ii) conversion and interest payments on outstanding convertible notes.

Did Cineverse (CNVS) stockholders approve the potential adjournment of the special meeting?
Yes. The adjournment proposal received 9,714,551 votes for, 908,018 against, and 76,422 abstentions, with no broker non-votes. It authorizes adjourning the special meeting if additional proxies were needed for Proposal 1.

Which security of Cineverse Corp. (CNVS) is listed on Nasdaq?
Cineverse’s Class A common stock, par value $0.001 per share, trades on The Nasdaq Stock Market under the symbol CNVS, as identified in the filing’s securities registration table.

Who signed Cineverse’s Form 8-K reporting the special meeting results?
The report was signed on September 17, 2026 by Gary S. Loffredo, who is identified as Chief Legal Officer, Secretary, and Senior Advisor of Cineverse Corp.

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

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0001173204false00011732042026-09-152026-09-15

 

 

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): September 15, 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

 

 

(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 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Special Meeting of Stockholders of Cineverse Corp. held on September 15, 2026 (the “Special Meeting”), the stockholders of the Company voted on two proposals. Proxies for the Special Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

 

(b) Details of the voting are provided below:

 

Proposal 1:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

To approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (d), the issuance of all of the shares of our Class A common stock issuable in connection with (i) payment of a portion of the purchase price and the potential earnout amounts for our acquisition of IndiCue, Inc. and (ii) upon conversion of and payment of interest under our outstanding convertible notes, without regard to any limitations on issuance thereunder.

9,623,148

1,069,804

6,039

N/A

 

 

 

 

 

Proposal 2:

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1.

9,714,551

908,018

76,422

N/A

 

 

 

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:

September 17, 2026

By:

 /s/ Gary S. Loffredo

 

 

Name:

Title:

Gary S. Loffredo
Chief Legal Officer, Secretary, and Senior Advisor

 

 

Source: View Original Filing on SEC EDGAR

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