Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December 29, 2017, Cinedigm Corp. (the “Company”) entered into a term loan agreement (the “Loan Agreement”) with Bison Entertainment and Media Group, an affiliate of Bison Capital Holding Company Limited (“Bison”) to which the Company borrowed from Bison $10,000,000 (the “Loan”). The Loan matures on June 28, 2021 and bears interest at 5% per annum, payable quarterly in cash. The principal is payable upon maturity. The Loan is unsecured and may be prepaid without premium or penalty, and contains customary covenants, representations and warranties. The proceeds of the Loan will be used for working capital and general corporate purposes. The Loan is evidenced by a note dated as of December 29, 2017 (the “Note”). On December 29, 2017, the Company issued to Bison a warrant (the “Warrant”) to purchase 1,400,000 shares of the Company’s Class A common stock. The Warrant has a 5-year term and is immediately exercisable at $1.80 per share. The Warrant contains certain anti-dilution adjustments.
The Loan was made in accordance with the previously disclosed Stock Purchase Agreement between the Company and Bison Entertainment Investment Limited, another affiliate of Bison Capital Holding Company Limited, on June 29, 2017.
The foregoing descriptions of the Loan Agreement, the Note and the Warrant are qualified in their entirety by reference to such documents, which are filed as Exhibits 10.1, 4.1 and 4.2 to this Form 8-K and are incorporated herein by reference.
A press release announcing the Loan was issued on January 2, 2018 and is filed as Exhibit 99.1 to this Form 8-K.
|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 under Item 1.01 above is incorporated herein by reference.
|Item 3.02.||Unregistered Sales of Equity Securities.|
The information set forth under Item 1.01 above is incorporated herein by reference. The securities are being issued to Section 4(a)(2) of the Securities Act of 1933, as amended.
|Item 9.01.||Financial Statements and Exhibits.|
Cinedigm Corp. ExhibitEX-4.1 2 tv482440_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 PROMISSORY NOTE Lender: Bison Entertainment and Media Group New York,…To view the full exhibit click
About Cinedigm Corp. (NASDAQ:CIDM)
Cinedigm Corp. is a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to a range of titles and episodes released across various platforms. The Company’s segments include the first digital cinema deployment (Phase I Deployment), the second digital cinema deployment (Phase II Deployment), digital cinema services (Services), and media content and entertainment group (Content & Entertainment). The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and administrators for its digital cinema equipment (the Systems) installed in movie theatres. The Services segment provides fee-based support to over 12,000 movie screens in its Phase I Deployment and Phase II Deployment segments. Its Content & Entertainment segment is engaged in ancillary market aggregation and distribution of entertainment content, and branded and curated over-the-top (OTT) digital network business.