8-K - Cineverse Corp. | StockGist

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Cineverse Corp. announced the acquisition of IndiCue, Inc. for $22.0 million and the concurrent issuance of $13.0 million in convertible notes to fund the transaction. The company also reported preliminary Q2 FY2026 revenue of $15–$17 million and preliminary Adjusted EBITDA of $2.0–$3.0 million.

Key Takeaways

1Cineverse entered into a definitive agreement to acquire IndiCue, Inc. for $22,000,000, consisting of $12,800,000 in cash and $9,200,000 in deferred consideration payable in cash or stock.

2The Company secured $13,000,000 in aggregate principal amount of convertible notes with a 9% interest rate and four-year maturity to fund the acquisition.

3Preliminary unaudited revenue for the three months ended December 31, 2025 is expected to be approximately $15 million to $17 million.

4Preliminary unaudited Adjusted EBITDA for the three months ended December 31, 2025 is expected to be approximately $2.0 million to $3.0 million.

5The convertible notes are convertible into shares of Class A Common Stock at a conversion price not less than the Nasdaq Minimum Price.

6The acquisition is expected to close on or about February 13, 2026.

Current Report Details

Event Type

Material Agreement

Financial Results

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Acquisition of IndiCue On February 12, 2026, Cineverse Corp, (the “Company”) entered into a Stock Purchase Agreement

Material Agreement

$22.0M$12.8M$9.2M$9.2M

2.02

of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabi

Financial Results

9.01

Financial Statements and Exhibits. (a) Financial Statements of IndiCue, Inc. Audited financial statements of IndiCue, Inc. as of and for the years ended Decembe

Exhibits Only

Source Document

Results of Operations

Three months ended December 31, 2025

Metric	Value	Basis
Revenue	$16.00	GAAP
Net Loss	$-0.75	GAAP
Adjusted EBITDA	$2.50	Non-GAAP

Transaction Details

Acquisition / Disposition

Target: IndiCue, Inc.
Consideration: $22,000,000, subject to working capital and other adjustments, consisting of $12,800,000 in cash at closing and $9,200,000 in cash or stock.
Structure: Stock Purchase Agreement for all issued and outstanding equity securities.

•Agreement entered into on February 12, 2026.
•Closing expected on or about February 13, 2026.
•Post-closing earnout amounts payable based on revenue growth and gross margin targets.
•Stockholder approval required if deferred consideration is paid in shares.

Material Agreement

Agreement: Stock Purchase Agreement
Parties: Cineverse Corp., John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin, Adtelligent Holdings Limited

•Purchase of all issued and outstanding equity securities of IndiCue, Inc.
•Sellers agreed to noncompetition provisions.
•Company to enter into IndiCue Registration Rights Agreement concurrently with closing.

Debt / Financing

Instrument: Convertible Notes
Principal: 13000000
Rate: 9% per annum
Maturity: Earlier of (i) the four year anniversary of issuance and (ii) an event of default.
Use of Proceeds: Part of the proceeds will be used to fund the cash portion of the IndiCue acquisition purchase price.

Exhibits (6)

23.1

EX-23.1

8-K

99.1

EX-99.1

99.2

EX-99.2

99.3

EX-99.3

99.4

EX-99.4