Cinedigm Corp. (NASDAQ:CIDM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Exchange of $3.429 million of Convertible Notes for Common
Stock
On December 22, 2016, Cinedigm Corp. (the Company) entered into
an exchange agreement (the Exchange Agreement) to which the
Company issued 450,000 shares of its Class A common stock, par
value $0.001 per share (the Common Stock) and warrants to
purchase 200,000 shares of Common Stock in exchange for
$3,429,000 principal amount of the Companys 5.5% Convertible
Notes due 2035 with the holder of such notes. The exchanged notes
were immediately cancelled. The warrants, which become
exercisable six months after issuance, have a five-year term, an
exercise price of $1.60 per share, and customary anti-dilution
provisions. The exchange was consummated on December 23, 2016.
Termination of Warrants to Purchase 1.773 million shares of
Common Stock
On December 23, 2016, the Company entered into an exchange
agreement (the Sageview Agreement) with Sageview Capital Master,
L.P. (Sageview) to which Sageview has agreed to terminate the
outstanding warrants to purchase 1,773,462 shares of Common Stock
at an exercise price of $12.36 per share in exchange for $5,000
in cash. The exchange was consummated on December 23, 2016.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
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 were issued to Section
4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 4.1 | Form of warrant issued on December 23, 2016. | |
| 10.1 |
Exchange Agreement, dated as of December 22, 2016, between the Company and Cap 1 LLC. |
|
| 10.2 |
Exchange Agreement, dated as of December 23, 2016, between the Company and Sageview Capital Master, L.P. |
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. Cinedigm Corp. (NASDAQ:CIDM) Recent Trading Information
Cinedigm Corp. (NASDAQ:CIDM) closed its last trading session 00.00 at 1.40 with 35,892 shares trading hands.
