Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

As previously announced, on December 27, 2019, Cinedigm Corp. (the “Company”) entered into, and on February 14, 2020 amended, a stock purchase agreement (as so amended, the “Stock Purchase Agreement”) with BeiTai Investment LP (“BeiTai”) and Aim Right Ventures Limited (“Aim Right”), two shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company (“Starrise”), to buy from them an aggregate of 410,901,000 outstanding Starrise ordinary shares (the “Share Acquisition”). As previously announced, on February 14, 2020, the Company purchased 162,162,162 of the Starrise ordinary shares from BeiTai, and issued to BeiTai 21,646,604 shares of its Class A common stock in consideration therefor.

On April 10, 2020, the Company entered into a stock purchase agreement (the “April Stock Purchase Agreement”) with five (5) shareholders of Starrise—Bison Global Investment SPC – Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP, to buy an aggregate of 223,380,000 outstanding Starrise ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081 shares of its Class A common stock in consideration therefor (the “April Share Acquisition”). The April Stock Purchase Agreement contains certain conditions to closing, including that the Company obtain approval of its stockholders, applicable lenders, and regulatory authorities, as applicable, and representations and warranties and covenants as are customary for transactions of this type. On April 15, 2020, the April Share Acquisition was consummated.

On April 15, 2020, the Company executed a letter amendment (the “Letter Amendment”) to the Convertible Subordinated Promissory Note (the “Note”), dated July 12, 2019, issued to Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 SP by Cinedigm Corp. Among other things, the Letter Amendment amended the Note, effective as of March 4, 2020, to change the maturity date of the note to March 4, 2021.

The foregoing descriptions of the April Stock Purchase Agreement and the Letter Amendment do not purport to be complete and are qualified in their entirety by reference to and incorporate herein by reference the full text of the April Stock Purchase Agreement and the Letter Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively.

On April 10, 2020, the Company, in accordance with the terms of the Stock Purchase Agreement, terminated its obligation to purchase Starrise ordinary shares from Aim Right.

The information set forth under Item 1.01 above is incorporated herein by reference. The shares of Class A common stock were issued to Section 4(a)(2) of the Securities Act of 1933, as amended.

Cinedigm Corp. Exhibit
EX-4.1 2 tm2016127-1_ex41.htm EXHIBIT 4.1 Exhibit 4.1             April 15,…
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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.