Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Definitive Material Agreement.
On December 27, 2019, Cinedigm Corp. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with two shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company (“Starrise”), to buy from them an aggregate of 410,901,000 Starrise ordinary shares, or approximately 29% of the outstanding Starrise ordinary shares (the “Share Acquisition”).
The Company has agreed to issue to the sellers, as consideration, a total of 54,850,103 shares of its Class A Common Stock, par value $0.001 per share (the “Common Stock”). The Stock Purchase Agreement contains certain conditions to closing, including that the Company obtain approval of its stockholders, applicable lenders, and regulatory authorities, as applicable.
The Company expects to obtain the approval of the Share Acquisition from the Company’s majority stockholder and to mail a copy of an information statement relating thereto to its stockholders.
The Agreement contains representations and warranties and covenants as are customary for transactions of this type. The Company expects to close the Share Acquisition in the first calendar quarter of 2020.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the Stock Purchase Agreement, a copy of which will be filed in accordance with SEC regulations.
On January 2, 2020, the Company issued a press release announcing the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBIT INDEX
|99.1||Press release dated January 2, 2020.|
Cinedigm Corp. Exhibit
EX-99.1 2 tm1928446d1_ex991.htm EXHIBIT 99.1 Exhibit 99.1 CINEDIGM SIGNS DEFINITIVE STOCK PURCHASE AGREEMENT TO ACQUIRE 29% STAKE IN LEADING CHINESE ENTERTAINMENT COMPANY STARRISE MEDIA LOS ANGELES,…
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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.