Cineverse Corp. entered an exchange agreement to swap 3.118 shares of Series A Preferred Stock for Class A common stock, with a maximum issuance of 1,500,000 common shares.
Key takeaways
The Company will exchange 3.118 shares of Series A Preferred Stock held by OCI-Cinedigm, LLC for Class A common stock.
The exchange will occur in five equal tranches, with the first tranche commencing on May 1, 2026.
Common stock issuance is capped at 1,500,000 shares, calculated using a 5-day VWAP pricing mechanism.
The transaction relies on the Section 3(a)(9) exemption from registration under the Securities Act of 1933.
Preferred shares exchanged will be immediately retired and restored to authorized but unissued status.