ThZeal - The Zeal

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

May 30, 2023

(Date of earliest event reported)

Cineverse Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-31810	22-3720962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


244 Fifth Avenue, Suite M289, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

212-206-8600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                                                            
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	CNVS	Nasdaq Capital Market

 
Item 5.07

 
Submission of Matters to a Vote of Security Holders.
 

(a) At the Special Meeting of Stockholders of Cineverse Corp. held on May 30, 2023 (the “Special Meeting”), the stockholders of the Company voted on two proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

(b) Details of the voting are provided below:

Proposal 1:


	Votes For	Votes Against	Abstentions	Broker Non-Votes
To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Class A Common Stock, subject to the Board’s discretion.	1,553,372,009	355,158,949	560,503	0
Proposal 2:
	Votes For	Votes Against	Abstentions	Broker Non-Votes
To approve an amendment to the Company’s Certificate of Incorporation to reduce the total number of shares of Class A Common Stock authorized for issuance in connection with a reverse stock split.	92,408,881	16,218,410	464,170	0

SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: June 1, 2023	By:	/s/ Gary S. Loffredo
	Name:	Gary S. Loffredo
	Title:	Chief Legal Officer, Secretary and Senior Advisor