8-K - Cineverse Corp. | StockGist

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Cineverse Corp. entered into an Underwriting Agreement dated February 12, 2026, to sell 1,500,000 shares of Class A common stock at $2.00 per share in a public offering, with gross proceeds of $3.0 million. The underwriter exercised its option for an additional 225,000 shares in full on February 13, 2026, with closing expected on February 17, 2026.

Key Takeaways

1Underwriting Agreement with The Benchmark Company, LLC dated February 12, 2026

21,500,000 Underwritten Shares at public price $2.00 per share, underwriter purchase price $1.8803 per share

3225,000 Option Shares fully exercised by underwriter on February 13, 2026

4Gross proceeds approximately $3.0 million before commissions and expenses

5Net proceeds approximately $2.8 million (or $3.2 million with option), for working capital, general corporate purposes, content acquisition and development

6Closing expected on or about February 17, 2026, subject to customary conditions

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Definitive Material Agreement. On February 12, 2026, Cineverse Corp. (the “Company”) agreed to sell in a public offering an aggregate of 1,500,000

Material Agreement

$2.00$3.0M$2.8M$3.20

9.01

Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated February 12, 2026. 5.1 Opinion of Kelley Drye & Warren LLP. 23.1 Con

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Underwriting Agreement
Parties: Cineverse Corp., The Benchmark Company, LLC

•Sale of 1,500,000 shares of Class A common stock at $2.00 public price ($1.8803 purchase price)
•Option for 225,000 additional shares at $1.8803 per share, fully exercised February 13, 2026
•Gross proceeds $3.0 million, net proceeds ~$2.8 million ($3.2 million if option exercised)
•Use of proceeds: working capital, general corporate purposes, content acquisition and development
•Closing on or about February 17, 2026

Exhibits (5)

1.1

EX-1.1

5.1

EX-5.1

8-K

99.1

EX-99.1

99.2

EX-99.2