8-K - Cineverse Corp. | StockGist

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Cineverse Corp. completed the acquisition of IndiCue, Inc. on February 13, 2026 for $22 million, consisting of $12.8 million cash and $9.2 million in Class A Common Stock, financed partly by $13 million in convertible notes issued to existing shareholders. The transaction adds a profitable CTV monetization platform expected to generate $38 million revenue and $9.6 million EBITDA in 2026, positioning Cineverse for $115-$120 million revenue and $10-$20 million Adjusted EBITDA in FY2027.

Key Takeaways

1Acquisition of all equity securities of IndiCue, Inc. closed February 13, 2026 for $22M total consideration ($12.8M cash + $9.2M CNVS stock).

2$13M convertible notes issued February 12, 2026 at 9% interest, convertible at $2.00/share, maturing in 4 years.

3IndiCue expected to generate $38M revenue and $9.6M EBITDA in CY2026 with 25% margins.

4Cineverse FY2027 guidance: $115-$120M revenue, $10-$20M Adjusted EBITDA, >50% from technology.

5Sellers include John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin, Adtelligent Holdings Limited.

6Notes rank junior to existing East West Bank credit facility dated April 8, 2025.

Current Report Details

Event Type

Asset Acquisition+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above is incorporated herein by reference into this Item 2.03. Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above i

Material Agreement

Source Document

2.01

Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 above is incorporated herein by reference into this Item 2.01. Item 2

Asset Acquisition

3.02

. The securities were sold pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Item 7.01 Regulation FD Disclosure On February 13, 2026, the C

Securities Issuance

7.01

of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act o

Regulation Fd

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 December

Exhibits Only

Source Document

Forward Guidance

Fiscal Year 2027 (commencing April 1, 2026)

Revenue

115-120

Adjusted EBITDA

10-20

Non-GAAP

Transaction Details

Acquisition / Disposition

Target: IndiCue, Inc. (all issued and outstanding equity securities)
Consideration: $22,000,000 (subject to working capital adjustments): $12,800,000 cash + $9,200,000 Class A Common Stock
Structure: Stock Purchase Agreement dated February 12, 2026; post-closing earnouts based on revenue/gross margin targets payable in cash or stock

•Closing Date: February 13, 2026
•Stock priced at greater of 5-day VWAP or Nasdaq Minimum Price on first anniversary or earlier

Material Agreement

Agreement: Stock Purchase Agreement (IndiCue)Note Purchase AgreementsIndiCue Registration Rights AgreementNotes Registration Rights Agreement
Parties: Cineverse Corp., Sellers (John Marchesini et al.), Cineverse Corp. and Investors, Cineverse Corp. and IndiCue Sellers, Cineverse Corp. and Note Investors

•IndiCue non-compete covenants
•SEC resale registration statements
•Placement agent: The Benchmark Company, LLC
•Board observer rights for note investors under conditions

Debt / Financing

Instrument: Convertible subordinated promissory notes
Principal: $13,000,000 aggregate
Rate: 9% per annum (13% upon default), payable quarterly in cash or partial stock
Maturity: Earlier of 4-year anniversary or event of default
Use of Proceeds: Fund cash portion of IndiCue acquisition purchase price

Exhibits (8)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

10.4

EX-10.4

4.1

EX-4.1

4.2

EX-4.2

8-K

99.1

EX-99.1