UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2023 |
Cineverse Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-31810 |
22-3720962 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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244 Fifth Avenue, Suite M289 |
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New York, New York |
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10001 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212 206-8600 |
Not Applicable |
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE |
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CNVS |
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The Nasdaq Stock Market |
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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2023, the Company announced that John Canning would be leaving the Company as Chief Financial Officer effective as of the expiration of his employment agreement on September 13, 2023. In connection with Mr. Canning’s departure, the Company has entered into a separation agreement dated September 15, 2023 with Mr. Canning setting forth the terms of his separation from service with the Company (the "Canning Separation Agreement").
Pursuant to the Canning Separation Agreement, the Company has agreed to continue to pay Mr. Canning the equivalent of his base pay for a period of six months, to be paid in equal installments in accordance with the Company’s normal payroll practices (the “Payment Period”). The Company will additionally reimburse Mr. Canning his payments for COBRA health insurance benefits for up to the full Payment Period. Under the Canning Separation Agreement, Mr. Canning has provided customary broad form releases and other confidentiality covenants to the Company in connection with his resignation.
The foregoing description of the Canning Separation Agreement does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the Canning Separation Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CINEVERSE CORP |
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Date: |
September 19, 2023 |
By: |
/s/ Gary S. Loffredo |
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Gary S. Loffredo |
Exhibit 10.1
Certain identified information in this exhibit has been excluded from the exhibit because it is confidential and not material.
September 13th, 2023
John Canning
[REDACTED]
Re: Terms of Separation
Dear John:
This letter confirms the agreement between you and Cineverse (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims.
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Notwithstanding the foregoing, this waiver and release of claims does not extend to any rights which as a matter of law cannot be waived and released.
If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me. I wish you the best in your future endeavors.
Sincerely,
CINEVERSE
By: |
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/s/ Mark Torres |
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Mark Torres |
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Chief People Officer |
READ, UNDERSTOOD AND AGREED:
Signature: /s/ John Canning__________ Date: _9/15/23__________________________
John Canning