What changed in this filing

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Item 1. Business

2023-06-29 compared with 2022-07-01 · 106 added, 455 removed, 17 unchanged (97% of the section changed)

Cinedigm Corp.

was incorporated in Delaware on March 31, 2000 (“Cinedigm”,

“us”, “our”, and “Company” refers to Cinedigm Corp.

and its subsidiaries unless the context otherwise

Cinedigm is (i) a leading independent distributor and aggregator of independent music, television, and other short form content

rights distributed across digital, over-the-top (OTT), physical, and home and mobile entertainment platforms as well as (ii) a leading

servicer of digital cinema assets on over 2,843 domestic and several international countries.

Over the past several years, Cinedigm has transformed itself from being

a digital cinema equipment and physical content distributor to a leading independent streaming company with the planned

phasing out of its legacy projector division.

Cinedigm is a leading independent streaming entertainment company serving

global enthusiast fan bases.

Since our inception, we have played a significant role in the digital distribution revolution that continues

to transform the media and entertainment landscape.

Cinedigm delivers high-quality, curated content through subscription video on demand

(SVOD) and dedicated ad-supported (AVOD) and free, ad-supported streaming linear (FAST) channels.

Cinedigm’s broad portfolio enables the Company to achieve significant

market share on every key consumer streaming device and platform.

As the Company obtains high-growth distribution territories globally,

the Company expects each of these channels to generate high-margin revenues to Cinedigm.

As its channel portfolio has grown, the Company’s

viewership and subscription metrics have grown significantly.

The Company currently reaches over 23.8 million streaming channel monthly

active viewers.

The Company has rights to a library of over 33,000 film & TV assets, 16 different enthusiast streaming brands across

19 live streaming channels, and over 640,000 subscribers (SVOD) reaching 900 million unique streaming devices globally.

Cinedigm has been a technological pioneer over its history and continues

to be one today.

Through its world-class, proprietary streaming technology, the Company has become a partner of choice for content producers,

rightsholders, and major media companies seeking to monetize their content in the streaming ecosystem.

The Company’s streaming technology

platform, known as Matchpoint TM , is a software-as-a-service platform which automates the distribution of streaming content

and OTT channels.

The Company has a long legacy in using technology to transform the entertainment industry, and played a pioneering role

in transitioning over 11,000 movie screens from traditional analog film prints to digital distribution.

Cinedigm is a leading distributor of independent film and television

The Company operates a growing portfolio of owned and operated over-the-top (“OTT”) streaming entertainment channels.

The Company distributes content for major brands such as Hallmark, Televisa, ITV, Nelvana, ZDF, Konami, NFL, and NHL as well as leading

international and domestic content creators, movie producers, television producers and other short form digital content producers.

collaborates with producers, major brands and other IP owners to market, source, curate and distribute quality content to targeted audiences

through (i) existing and emerging digital home entertainment platforms, including Apple, Amazon Prime, Netflix, Hulu, Xbox, Tubi, PlutoTV,

Vudu and cable/satellite video-on-demand (“VOD”) and (ii) packaged distribution of DVD and Blu-ray discs to wholesalers and

retailers with sales coverage to over 48,000 retail storefronts, including Walmart, Target, Best Buy and Amazon.

The Company is well positioned in a changing media and entertainment

Cinedigm is capitalizing on an evolving competitive environment where the top of the streaming industry is consolidating including

competitors such as Netflix, Amazon Prime, Hulu and Disney Plus while Cinedigm has a complimentary offering as a leading independent distributor

with a focus on the enthusiast segment of the market.

The Company believes the enthusiast segment, focusing on audiences and genres underserved

by the major streamers, will be a significant opportunity on a global basis.

Today, the Company operates channels in numerous specialty

sectors, including faith and family, science fiction, horror, kids, and other major segments.

Given our extensive experience in operating

and distributing enthusiast content, as well as the Company’s significantly improved financial position, the Company has begun executing

an M&A roll-up strategy with a focus on enthusiast channels, content, and supporting technology.

Over the past two years, the Company

has acquired numerous channels and content libraries.

The Company is actively focused on integrating the most recent acquisitions, as

well as building and launching a variety of associated critical products, including:

Fantawild, Fandor, The Film Detective, Screambox,

Films Around the World, Bloody Disgusting, DMR, and other initiatives driving major technological changes in the entertainment industry.

The Company will continue to pursue accretive M&A opportunities

in order to grow profitably and fortify its competitive advantage.

The Company has completed & integrated six accretive acquisitions

between October 2020 and March 31, 2022 with ongoing active M&A pipeline.

Cineverse Corp.

(“Cineverse”, “us”, “our”, and “Company”

refers to Cineverse Corp.

and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000.

On May 22, 2023, the Company changed its corporate name to Cineverse Corp.

Cineverse is a premier streaming technology and entertainment company with core business segments (i) across a portfolio of owned and operated enthusiast streaming channels with large fan bases;

(ii) as a large-scale global aggregator and full-service distributor of feature films and television programs;

(iii) as a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution;

and (iv) as a leading servicer of domestic and international digital cinema assets.

Over the past several years, Cineverse has transformed itself from being a digital cinema equipment and physical content distributor to a leading independent streaming company with the planned phasing out of its legacy projector division.

Cineverse is a leading independent streaming entertainment company serving global enthusiast fan bases.

Since our inception, we have played a significant role in the digital distribution revolution that continues to transform the media and entertainment landscape.

Cineverse delivers high-quality, curated content through subscription video on demand ("SVOD"), dedicated ad-supported ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts.

Cineverse’s broad portfolio enables the Company to achieve significant market share on every key consumer streaming devices and platforms.

As the Company expands further into high-growth distribution territories globally, the Company expects each of these channels to generate high-margin revenues to Cineverse.

As its channel portfolio has grown, the Company’s viewership and subscription metrics have grown significantly.

The Company currently reaches over 72 million monthly active users across streaming apps, FAST linear channels, third party services, social video, and browser based services.

The Company has rights to a library of over 58,000 film & TV assets, 26 different enthusiast streaming brands including 16 live streaming channels, and over 1.23 million SVOD subscribers.

The Company’s services are available to consumers on an addressable footprint of an estimated 1.1 billion streaming devices.

Cineverse has been a technological pioneer over its history and continues to be one today.

Through its world-class, proprietary streaming technology, the Company has become a partner of choice for content producers, rights holders, and major media companies seeking to launch web, mobile, and connected TV streaming services to monetize their content in the streaming ecosystem.

The Company’s streaming technology platform, known as Matchpoint TM , is a software-based streaming operating platform which provides clients with AVOD, SVOD, TVOD and linear capabilities, automates the distribution of content, and features a robust data analytics platform.

The Company has a long legacy in using technology to transform the entertainment industry, and played a pioneering role in transitioning movie screens from traditional analog film prints to digital distribution.

The Company operates a growing portfolio of OTT streaming entertainment channels.

The Company distributes content for major brands such as Hallmark, Televisa, ITV, Nelvana, ZDF, Konami, NFL, NHL, and Cirque du Soliel, as well as leading international and domestic content creators, movie producers, television producers and other short form digital content producers.

Cineverse collaborates with producers, major brands and other IP owners to market, source, curate and distribute quality content to targeted audiences through (i) third-party streaming service providers, including Apple, Amazon Prime, Netflix, Hulu, Xbox, Tubi, PlutoTV, and Vudu, (ii) packaged distribution of physical consumer products to wholesalers and retailers with sales coverage to over 48,000 retail and e-commerce storefronts, including Walmart, Target, Best Buy and Amazon.

The Company is well positioned in a changing media and entertainment landscape.

Cineverse is capitalizing on an evolving competitive environment where the top of the streaming industry is consolidating including competitors such as Netflix, Amazon Prime, Hulu and Disney Plus while Cineverse has a complimentary offering as a leading

independent distributor with a focus on the enthusiast segment of the market.

Based on publicly accessible data and internal Company research, less than 3% of the total content listed on IMDB released since 1950 is available on the top 10 global streaming services.

The Company believes the enthusiast segment, focusing on the 97% of content and genres not offered by major streamers, provides a significant and underserved market opportunity on a global basis.

Today, the Company operates channels in numerous specialty sectors, including faith and family, anime, action, horror, sports, Westerns, Asian, standup comedy, and other major segments.

Given our extensive experience in operating and distributing enthusiast content, and the ability to centralize operations and reduce operating costs due to our proprietary technology, the Company has developed an M&A roll-up strategy with a focus on enthusiast channels, content, and supporting technology.

Over the past several years, the Company has acquired numerous channels and content libraries.

The Company will continue to pursue accretive M&A opportunities in order to grow profitably and fortify its competitive advantage.

As part of its M&A strategy, the Company is:

Executing on roll-up by completing several content related acquisitions enabling monetization;

● Focused on acquiring higher quality content and streaming channels;

Focused on acquiring premium content and streaming channels;

Exploring opportunities for new technology and other revenue channels including NFTs, ecommerce, podcasts and merchandise;

Leveraging its proprietary tech platform (Matchpoint TM ), which allows for on-boarding multiple acquisitions concurrently.

Some of the evolving consumer habits that are driving consumption of

streaming and OTT content include:

● Continued “cord-cutting” resulting in an increase in SVOD &

AVOD migration,

Some of the evolving consumer habits that are driving consumption of streaming and OTT content include:

Continued “cord-cutting”

resulting in an increase in SVOD & AVOD migration,

Consumer preference towards third party channels and content platforms,

● The rapid adoption of connected televisions and other dedicated streaming

● A rapid rise in consumption of ad-based content,

The rapid adoption of connected televisions and other dedicated streaming devices,

A rapid rise in consumption of ad-based content, and

Increasing demand for underserved content.

● Growth trend in youth (kids) media consumption across multiple devices and

The Company believes it is positioned to deliver sustained profitable

growth in the future by executing on several key initiatives:

Delivering high-quality, curated content through subscription

video on demand (SVOD) and dedicated ad-supported (AVOD) and free, ad-supported streaming (FAST) channels

The Company believes it is positioned to deliver sustained profitable growth in the future by executing on several key initiatives:

Acquiring and distributing high-quality, curated content through SVOD, AVOD and linear FAST channels

Technology & Distribution :

o Dramatically expanding streaming content business through its Matchpoint platform,

o Launching and scaling our channel portfolio – including the building of an umbrella streaming service encompassing all of the

Company’s brands.

o Accelerating the Company’s device and platform reach, which has

exceeded 700 million consumer devices, and establishing key strategic advantages through partnership deals with connected

streaming TV including Samsung, Roku and Vizio, as well as large OEM’s, cable companies and technology platforms including Sinclair

Broadcast Group, Samsung, Comcast Xfinity, Roku, Amazon, Vewd and Vizio, and others.

o Launching and scaling our portfolio of enthusiast streaming channels.

o Accelerating the Company’s device and platform reach, which has exceeded 900 million consumer devices, and further establishing key strategic advantages through expanded partnership deals with connected streaming TV companies including Amazon, Samsung, Roku, YouTube TV and Vizio, as well as large OEM’s, cable companies and technology platforms including LG, Sling TV, and others.

o Licensing film and TV content to every key player in OTT streaming ecosystem with Amazon, Apple, Netflix and Google.

Growing viewership and subscription numbers significantly

beyond our current base of more than 23 million viewers to potentially hundreds of millions of global viewers across billions of connected

Growing viewership and subscription numbers significantly beyond our current base of more than 72 million monthly viewers to potentially hundreds of millions of global viewers across billions of connected devices.

Financial Performance/Metrics :

o Driving EBITDA through incremental revenue growth from new channel launches, expansion of distribution, improved monetization and

partnerships, and continuous efforts on cost mitigation.

The Company announced its acquisition of FoundationTV on March 8, 2021,

which acquisition was consummated on June 14, 2021, and the formation of Cinedigm India, its wholly-owned subsidiary formed to house FoundationTV.

In addition to powering Cinedigm’s portfolio of streaming channels and digital video distribution business, the new division will

allow Cinedigm to expand their global streaming footprint.

The Company is developing a channel umbrella with global reach,

which is expected to further enable growth and profitability.

As previously announced, on December 27, 2019, the Company entered

into, and on February 14, 2020 amended, (see Note 2 - Summary of Significant Accounting Policies ), a stock purchase agreement (as

so amended, the “Metaverse Stock Purchase Agreement”) with BeiTai Investment LP (“BeiTai”), a related party for

accounting purposes of Cinedigm, and Aim Right Ventures Limited (“Aim Right”), two shareholders of A Metaverse Company, a

leading Chinese entertainment company (“Metaverse”), formerly Starrise Media Holdings

Limited, and related party, to buy from them an aggregate of 410,901,000 outstanding Metaverse ordinary shares (the “Metaverse

Share Acquisition”).

On February 14, 2020, the Company purchased 162,162,162 of the Metaverse ordinary shares from BeiTai and issued

to BeiTai 21,646,604 shares of its Class A common stock in consideration.

On April 10, 2020, the Company, in accordance with the terms

of the Metaverse Stock Purchase Agreement, terminated its obligation to purchase Metaverse ordinary shares from Aim Right under the December

27, 2019 stock purchase agreement.

On April 10, 2020, the Company entered into another stock purchase

agreement (the “April Metaverse Stock Purchase Agreement”) with five (5) shareholders of Metaverse - Bison Global Investment

SPC - Bison Global No.

1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP - to buy

an aggregate of 223,380,000 outstanding Metaverse ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081

shares of its Class A common stock in consideration therefor (the “April Metaverse Share Acquisition”).

On April 15, 2020,

the April Metaverse Share Acquisition was consummated and this transaction was also recorded as an equity investment in Metaverse.

is indirectly managed by a subsidiary BFGL, which is controlled by Peixin Xu, one of our directors.

BFGL’s subsidiary acts as a manager

of Bison Global.

Shangtai and Hutai are indirectly managed by a subsidiary of BFGL.

Peixin Xu controls the manager of the general partner

As of March 31, 2022, the market value of Cinedigm’s ownership

in A Metaverse Company (“Metaverse”) ordinary shares was approximately $7.03 million.

On October 11, 2019, the Company received a letter from the Listing

Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s

Class A common stock, par value $0.001 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company

no longer met the requirement to maintain a minimum bid price of $1 per share (the “Bid Price Rule”), as set forth in Nasdaq

Listing Rule 5450(a)(1).

On December 18, 2019, the Company received a letter from Nasdaq indicating

that the Company no longer met the requirement to maintain a minimum market value of publicly held shares of $15,000,000 (the “MVPHS

Rule”), as set forth in Nasdaq Listing Rule 5450(b)(3)(C).

On April 17, 2020, the Company received notice from Nasdaq that it

has suspended, effective April 16, 2020 and until June 30, 2020, relevant grace periods to regain compliance with the Bid Price Rule and

the MVPHS Rule due to the global market impact caused by COVID-19.

Specifically, (x) no delisting would occur until July 1, 2020, and

any extension to reach compliance with the Bid Price Rule, if granted by the Panel, would be further extended by the duration of the suspension,

and (y) the Company now had until August 29, 2020 to regain compliance with the MVPHS Rule.

On May 7, 2020, the Company was notified by Nasdaq that the previously

disclosed MVPHS Rule deficiency had been cured, that the Company was in compliance, and that Nasdaq considered the matter closed.

On June 17, 2020, the Company was notified by Nasdaq that the previously

disclosed Bid Price Rule had been cured and that the Company was in compliance, and that Nasdaq considered the matter closed.

On October 5, 2020, the Company received a letter from the Nasdaq indicating

that the Company no longer met the Bid Price Rule.

On February 2, 2021, the Company was notified by Nasdaq that the previously

disclosed Bid Price Rule had been cured and that the Company was in compliance, and that Nasdaq considered the matter closed.

On April 4, 2022, the Company received a letter from the Nasdaq indicating

that the Company no longer met the Bid Price Rule.

Risk and Uncertainties

The COVID-19 pandemic and related economic repercussions created significant

volatility and uncertainty impacting the Company’s results for the year.

As part of our Content & Entertainment business, the

Company sells DVDs and Blu-ray discs at brick-and-mortar stores.

With the closure of non-essential retail stores beginning in the spring

of 2020, the sale of physical discs through our retail partners declined although this was partially offset by digital purchases of physical

As part of our Cinema Equipment business, the Company earns revenue when movies are exhibited in theaters.

Many movie theaters

in the United States slowly re-opened with limited capacities through March 31, 2022.

The majority of major studios resumed blockbuster

films releases during the year which showed an encouraging return of consumer confidence for the theatrical experience.

As vaccines became

readily available and COVID cases decreased, major studios resumed theatrical releases and there was an uptick in box office revenue during

the period ending March 31, 2022.

Longer term, there had been speculation that the future of theatrical

release strategies could change as a result of Major Studios being able to release movies simultaneously in theatres and on streaming

platforms during the pandemic.

If fewer movies are released theatrically, a shift to digital viewing reduces revenue opportunities for

virtual print fees and sales of digital cinema equipment.

While Studios are still in an experimentation phase regarding theatrical/streaming

strategies we are encouraged by the success of recent exclusive theatrical releases such as Sony’s ‘Spider-Man:

No Way Home’,

which became the first movie since the pandemic to hit $1 billion globally with no current plans to premiere on any streaming platforms.

CONTENT & ENTERTAINMENT

Content Distribution and our Enthusiast Streaming Channels

Cinedigm Entertainment Group, or CEG, is a leading independent content

distributor in North America.

We are unique among most independent distributors because of our direct relationships with thousands of

digital as well as physical retail locations, including Walmart, Target, Apple, Netflix and Amazon, as well as the national Video on Demand

Our library of films and television episodes encompasses award winning documentaries from Docurama Films®, acclaimed independent

films, festival picks and a wide range of content from brand name suppliers, including Scholastic, NFL, Konami and Hallmark.

Additionally, we are leveraging our infrastructure, technology, content

and distribution expertise to rapidly and cost effectively build and expand our streaming digital network businesses, which operates as

Cinedigm Networks.

The Company currently operates 16 different enthusiast streaming brands

across 19 live streaming channels under a wide array of business models:

Our Subscription Video on Demand (SVOD) Services consist of:

● Docurama – a documentary and nonfiction streaming service launched

in September 2014;

● CONtv – a fandom-centric service focused on comics, genre films and

geek culture, launched in March 2015;

● Dove Channel – a faith and family entertainment service launched in

● Viewster Anime – a Japanese Anime streaming service acquired in February,

● Fandor – an independent film streaming service, acquired in January

● Screambox – a horror streaming service acquired in February 2021.

Our Ad-Supported Video on Demand (AVOD) or Free Ad Supported Streaming

Television Channels consist of:

● Dove Channel – a faith and family linear channel launched in 2017;

● Docurama – a documentary and nonfiction linear channel launched in

● CONtv – a fandom-centric linear channel launched in 2018;

● Comedy Dynamics – a comedy linear channel launched in 2019;

● The Bob Ross Channel, a lifestyle linear channel launched in 2020;

● MyTime, a women’s entertainment linear channel, launched in 2020;

● WhistleTV – a sports lifestyle channel launched in 2020, ended December 31, 2021;

● CONtv Anime, an anime linear channel launched in 2020;

● Bloody Disgusting TV a horror linear channel launched in 2020;

● The Film Detective – a classic film linear channel and on demand platform

acquired in 2020;

● Lone Star – a classic western channel and on demand platform acquired

● Real Madrid TV – a sports and lifestyle linear channel launched

● The Only Way is Essex – a British reality and content linear

channel launched in 2021;

● El Rey – a Latino centric linear channel launched in 2021;

● The Country Network – a country music lifestyle linear channel

launched in 2021;

● So…Real – a reality TV and documentary enthusiast linear

channel launched in 2020;

● Asian Crush – a pan-Asian culture and lifestyle linear channel

acquired in March 2022;

● Retro Crush – a classic anime linear channel acquired in March

● Cocoro – a kid and family centric Asian linear channel acquired

in March 2022;

● KMTV – a Korean-pop linear channel acquired in March 2022;

● Yuyu – a general programming adjunct linear channel acquired

in March 2022;

● Midnight Pulp – a horror, thriller and cult linear channel acquired

in March 2022.

From time to time, the company will announce channel development deals

with a variety of media companies.

The timeline for planning and launching a channel varies from months to years and is also dependent

on carriage conversations with a wide array of platforms and distributors.

We announced three channels in 2020 that remain in development

through 2022:

● LIVX, a music and entertainment channel

● Party Crashers, a political news channel

● AudPop, a short form entertainment channel

The digital channels market is a nascent industry, and from time to

time, the Company will cease operating or distributing channels that do not find adequate audiences or meet the needs of platforms or

In fiscal year 2021, we elected to cease operating or distributing the following channels:

● Bambu, a Chinese entertainment linear channel owned and operated by Cinedigm;

● Hallypop, a Korean music and lifestyle linear channel distributed by Cinedigm;

● CombatGo, an international combat sports linear channel distributed by Cinedigm;

o Driving EBITDA through incremental revenue growth from new channel launches, expansion of distribution, improved monetization and partnerships, and continuous efforts on cost mitigation.

Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CNVS.”

On April 4, 2022, the Company received a letter from the Nasdaq indicating that the Company no longer met the Bid Price Rule.

On June 7, 2023, The Nasdaq Stock Market LLC (“Nasdaq”) approved an additional extension through July 19, 2023, during which the Company may cure the previously-announced minimum bid price deficiency.

In order to regain compliance with the Bid Price Rule, in addition to the initiation of the implementation of a stock repurchase program of up to 10 million shares in the open market over a 12 month period since announcement in March 2023, the Company has effected a reverse stock split.

On June 7, 2023, Cineverse Corp.

filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Fifth Amended and Restated Certificate of Incorporation (the "Reverse Split Charter Amendment"), pursuant to which the Company effected a 1-for-20 reverse stock split of the Company's Class A common stock.

The reverse stock split became effective as of 12:01 a.m.

Eastern Time on June 9, 2023.

All shares and price amounts in this report reflect the 1-for-20 reverse stock split effected on June 9, 2023.

CONTENT & ENTERTAINMENT SEGMENT

The Content & Entertainment segment provides some of the leading independent content distribution services in North America.

We are unique among most independent distributors because of our direct relationships with thousands of digital as well as physical retail locations, including Walmart, Target, Apple, Netflix and Amazon, as well as the national Video on Demand platforms.

Our library of films and television episodes encompasses award winning documentaries from Docurama Films®, acclaimed independent films, festival picks and a wide range of content from brand name suppliers, including NFL, Konami and Hallmark.

Additionally, we are leveraging our infrastructure, technology, content and distribution expertise to rapidly and cost effectively build and expand our streaming digital network businesses, which operates as Cineverse Networks.

The Company owns, operates and has the right to operate 64 different enthusiast streaming brands including 16 current live streaming channels under a wide array of business models.

The digital channels market is a nascent industry, and from time to time, the Company will cease operating or distributing channels that do not find adequate audiences or meet the needs of platforms or audiences.

From time to time, the Company will announce channel development deals with a variety of media companies.

The timeline for planning and launching a channel varies from months to years and is also dependent on carriage conversations with a wide array of platforms and distributors.

We distribute our streaming channels in several distinct ways:

to consumer, through major application platforms such as the web, iOS, Android, Roku, Apple TV, Amazon Fire, Vizio, and Samsung;

third party distributors of content on platforms such as Amazon Prime, Twitch, Xumo and Sling/Dish, and a wide variety of

Smart TV manufacturers globally.

Through our rapidly expanding base of distribution arrangements, Cinedigm has an estimated addressable

device footprint of more than 330 million devices in North America and more than 370 million internationally.

the near term will be to expand our market position in the FAST and AVOD divisions of the streaming industry, taking advantage of the

shift of more than $70 billion dollars in television advertising revenue to the OTT market.

We believe our scaled channel portfolio, our

superior capabilities in launching and managing channels at scale, and our strategic partnerships with key content owners and platforms

will provide us a strategic advantage to gain considerable market share in the immediate future.

The shift from traditional entertainment consumption to streaming is

accelerating.

We believe that our large library of film and television episodes, long-standing relationships with digital platforms, state

of the art technologies and years of experience operating and growing streaming audiences (collectively, our “Streaming” business)

will allow us to continue to build a diversified portfolio of enthusiasts OTT channels that generate recurring revenue streams from advertising,

merchandising and subscriptions.

We believe that our success, market leadership and scale will continue to attract strong brands and media

companies who bring name recognition, high-quality film and television content, and strong marketing support.

We believe that we are well positioned to succeed

in the streaming channel business for the following key reasons:

than 13 years of experience as a primary distributor of content to scale third party OTT platforms such as Netflix, Hulu, Amazon Prime,

Apple iTunes and more, and nearly seven years of history operating OTT channels with millions of downloads, hundreds of thousands of

registered users, and hundreds of millions of discrete data points on our customer’s behavior and preferences;

depth and breadth of our almost 33,000 title film and television episode library;

digital assets and deep, long-standing relationships as launch partners that cover the major digital platforms and devices;

marketing expertise;

flexible releasing strategies, which differ from larger entertainment companies that need to protect their legacy businesses;

proprietary streaming technology enabling us to operate at scale and at lower operating costs than our competitors;

experienced management team.

direct-to-consumer, through major application platforms such as the web, iOS, Android, Roku, Apple TV, Amazon Fire, Vizio, and Samsung;

and through third party distributors of content on platforms such as Amazon Prime, YouTubeTV, Xumo and Sling TV/Dish, and a wide variety of Smart TV manufacturers globally.

Through our rapidly expanding base of distribution arrangements, Cineverse has an estimated addressable device footprint of 1.1 billion devices on a global basis.

Our focus in the near term will be to expand our market position in the FAST and AVOD divisions of the streaming industry, taking advantage of the shift in television advertising revenue to the OTT market.

We believe our scaled channel portfolio, our superior capabilities in launching and managing channels at scale, and our strategic partnerships with key content owners and platforms will provide us a strategic advantage to gain considerable market share in the immediate future.

The shift from traditional entertainment consumption to streaming is accelerating.

We believe that our large library of film and television programs, long-standing relationships with digital platforms, state of the art technologies and years of experience operating and growing streaming audiences (collectively, our “Streaming”

business) will allow us to continue to build a diversified portfolio of enthusiasts OTT channels that generate recurring revenue streams from advertising, subscriptions and merchandising.

We believe that our success, market leadership and scale will continue to attract strong brands and media companies who bring name recognition, high-quality film and television content, and strong marketing support.

We believe that we are well positioned to succeed in the streaming channel business for the following key reasons:

More than 15 years of experience as a primary distributor of content to scale third party OTT platforms such as Netflix, Hulu, Amazon Prime, Tubi, Apple iTunes and more, and nearly seven years of history operating OTT channels with millions of downloads, hundreds of thousands of registered users, and hundreds of millions of discrete data points on our customer’s behavior and preferences;

The depth and breadth of our almost 58,000 title film and television episode library;

Our digital assets and deep, long-standing relationships as launch partners that cover the major digital platforms and devices;

Our marketing expertise;

Our flexible releasing strategies, which differ from larger entertainment companies that need to protect their legacy businesses;

Our proprietary streaming technology enabling us to operate at scale and at lower operating costs than our competitors;

Our experienced management team.

Intellectual Property

We own certain copyrights, trademarks and Internet

domain names in connection with the Content & Entertainment business.

We own certain copyrights, trademarks and Internet domain names in connection with the Content & Entertainment segment.

We view these proprietary rights as valuable assets.

registrations, where appropriate, to protect them and monitor them on an ongoing basis.

For the fiscal year ended March 31, 2022, two customers, Amazon

and Distribution Solutions each represented 18% and 25% respectively of CEG’s revenues and approximately 6% and 8%, respectively,

of our consolidated revenues.

For the fiscal year ended March 31, 2021, Amazon and Distribution Solutions

represented 15% and 22% respectively of CEG’s revenues and approximately 9% and 13%, respectively, of our consolidated Revenues.

Numerous companies are engaged in various forms

of producing and distributing independent movies and alternative content.

These competitors may have significantly greater financial,

marketing and managerial resources than we do, may have generated greater revenue and may be better known than we are at this time.

Competitors to our Content & Entertainment and Digital Networks

segment are Chicken Soup for the Soul Entertainment, Inc.

and RLI/American Multi-Cinema, Inc.

CINEMA EQUIPMENT BUSINESS

The Phase I Deployment and Phase II Deployment operations consist of

the following:

Operations of:

Products and services provided:

Cinema Equipment Business

Financing vehicles and administrators for 696 Systems (as defined below)

installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for 2,147 Systems installed

domestically and internationally in our second deployment phase (“Phase II Deployment”).

We retain ownership of our digital cinema equipment (the “Systems”) and the residual cash flows related to the Systems in

Phase I Deployment after the after the end of the 10-year deployment payment period.

For certain Phase II Deployment Systems, we do not retain ownership

of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration

of the exhibitor master license agreements.

The Cinema Equipment Business also provides monitoring, collection, verification and management services to this segment, as well as to

exhibitors who purchase their own equipment, and also collects and disburses VPFs from motion picture studios, and distributors and ACFs

from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”).

PHASE I DEPLOYMENT AND PHASE II DEPLOYMENT

In June 2005, we formed our Phase I Deployment division in order to

purchase up to 4,000 Systems under an amended framework agreement with Christie Digital Systems USA, Inc.

(“Christie”).

of March 31, 2022, Phase I Deployment had 696 Systems installed.

In October 2007, we formed our Phase II Deployment division for the

administration of up to 10,000 additional Systems.

As of March 31, 2022, Phase II Deployment had 2,147 of such Systems installed.

Our Phase I Deployment and Phase II Deployment divisions own and license

Systems to theatrical exhibitors and collect virtual print fees (“VPFs”) from motion picture studios and distributors, as well

as alternative content fees (“ACFs”) from alternative content providers and theatrical exhibitors, when content is shown on

exhibitors’ screens.

We have licensed the necessary software and technology solutions to the exhibitor and have facilitated the industry’s

transition from analog (film) to digital cinema.

As part of the Phase I Deployment of our Systems, we have agreements with nine motion

picture studios and certain smaller independent studios and exhibitors, allowing us to collect VPFs and ACFs when content is shown in

theatres, in exchange for having facilitated and financed the deployment of Systems.

Phase 1 DC has agreements with 17 theatrical exhibitors

that license our Systems in order to show digital content distributed by the motion picture studios and other providers, including Content

& Entertainment, which is described below.

Beginning in December 2015, certain of our digital cinema equipment

began to reach the conclusion of their 10-year deployment payment period with certain distributors and, therefore, revenues ceased to

be recognized on such Systems, related to such distributors.

Furthermore, because the Phase I Deployment installation period ended in

November 2007, a majority of the VPF revenue associated with the Phase I Deployment Systems has ended.

As of March 31, 2022, all of our

696 systems from the Phase I Deployment phase of our cinema equipment business segment had ceased to earn a significant portion of VPF

revenue from certain major studios, although various other studios, consisting mostly of small independent studios, continued to pay VPFs

through March 31, 2022.

We expect to continue to earn such ancillary revenue from the cinema equipment segment through December of 2022;

however, such amounts are expected to be significantly less material to our consolidated financial statements.

The reduction in VPF revenue

on cinema equipment business systems approximately coincided with the conclusion of certain of our non-recourse debt obligations and,

therefore, the reduced cash outflows related to such non-recourse debt obligations partially offset the reduced VPF revenue since November

Under the terms of our standard cinema equipment licensing agreements,

exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement, after which time

they have the option to:

We maintain registrations, where appropriate, to protect them and monitor them on an ongoing basis.

CINEMA EQUIPMENT SEGMENT

Our Cinema Equipment segment was launched in 2005 and served as a financing vehicle and administrator for digital equipment systems (the “Systems”) installed nationwide in our first deployment phase to theatrical exhibitors (“Phase I Deployment”) and for Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”).

We retained ownership of the Systems and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period.

For certain Phase II Deployment Systems, we did not retain ownership of the Systems and residual cash flows after the completion of cost recoupment and the expiration of the exhibitor master license agreements.

The Cinema Equipment segment also provided monitoring, collection, verification and management services to exhibitors who purchased their own equipment and collected and disbursed virtual print fees (“VPFs”) and alternative content fees (“ACFs”) from motion picture studios and distributors and movie and theatrical exhibitors (collectively, “Services”).

For those Systems for which we retained ownership, under the terms of our standard cinema equipment licensing agreements provide that after expiration the exhibitors have the option to:

(1) return the Systems to us;

(2) renew their license agreement for successive one-year terms;

or (3) purchase

the Systems from us at fair market value.

As permitted by these agreements, we have begun, and expect to continue, to pursue the sale

of the Systems to such exhibitors.

their license agreement for successive one-year terms;

or (3) purchase the Systems from us at fair market value.

As permitted by these agreements, we have begun, and expect to continue, to pursue the sale of the Systems to such exhibitors.

Such sales were as originally contemplated as the conclusion of the digital cinema deployment plan.

Cinedigm completed the sale of approximately 906 digital projection Systems for an aggregate sales price of approximately $6.1 million

during the year ended March 31, 2022.

Our Phase II Deployment division has entered into digital cinema deployment

agreements with eight motion picture studios, and certain smaller independent studios and exhibitors, to distribute digital movie releases

to exhibitors equipped with our Systems, for which we and our wholly owned, non-consolidated subsidiary Cinedigm Digital Funding 2, LLC

(“CDF2 Holdings”) earn VPFs.

As of March 31, 2022, our Phase II Deployment division has master license agreements with

106 exhibitors covering 2,147 screens, whereby the exhibitors agreed to install our Systems.

As of March 31, 2022, we had 2,147 Phase

2 DC Systems installed, including 839 screens under the exhibitor-buyer structure (“Exhibitor-Buyer”), and 1,308 screens covering

23 exhibitors through CDF2.

Exhibitors paid us an installation fee of up to $2.0 thousand per screen

out of the VPFs collected by our Services division.

We manage the billing and collection of VPFs and remit to exhibitors all VPFs collected,

less an administrative fee of approximately 10%.

For Phase 2 DC Systems we own and finance on a non-recourse basis, we typically received

a similar installation fee of up to $2.0 thousand per screen and an ongoing administrative fee of approximately 10% of VPFs collected.

We have recorded no debt, property and equipment, financing costs or depreciation in connection with Systems covered under the Exhibitor-Buyer

Structure and CDF2 Holdings.

VPFs are earned pursuant to contracts with movie studios and distributors,

whereby amounts are payable to our Phase I and Phase II deployment businesses according to fixed fee schedules, when movies distributed

by studios are displayed in movie theatres using our installed Systems.

One VPF is payable to us upon the initial booking of a movie,

for every movie title displayed per System.

Therefore, the amount of VPF revenue that we earn depends on the number of unique movie titles

released and displayed using our Systems.

Our Phase II Deployment division earns VPF revenues only for Systems that it owns.

Our Phase II Deployment agreements with distributors require payment

of VPFs for ten years from the date that each system is installed;

however, we may no longer collect VPFs once “cost recoupment,”

as defined in the contracts with movie studios and distributors, is achieved.

Cost recoupment will occur once the cumulative VPFs and

other cash receipts collected by us have equaled the total of all cash outflows, including the purchase price of all Systems, all financing

costs, all “overhead and ongoing costs,” as defined, subject to maximum agreed upon amounts during the four-year roll-out

period and thereafter.

Furthermore, if cost recoupment occurs before the end of the eighth contract year, a one-time “cost recoupment

bonus” is payable to us by the studios.

Cash flows, net of expenses, received by our Phase II Deployment business, following the

achievement of cost recoupment, must be returned to the distributors on a pro-rata basis.

As of March 31, 2022, the Company has certain booked liabilities in

relation to exhibitors that have received payments that were permitted under the Agreements with Exhibitors.

The administrative services

related to the Company give rise to variable consideration and are constrained until the uncertainty associated with the variable consideration

As of March 31 2022, most of the Company’s agreements with studios and with exhibitors in relation to VPFs have either

reached the end of the term or are close to termination, with some of the agreements reaching the end of any audit rights.

No single Phase I or Phase II customer comprised more than 10% of our

consolidated revenue.

Revenues earned by our Cinema Equipment Business segment from the collection

of VPFs from motion picture studios are seasonal, coinciding with the timing of releases of movies by the motion picture studios.

motion picture studios release the most marketable movies during the summer and the winter holiday season.

The unexpected emergence of

a hit movie during other periods can alter the traditional trend.

The timing of movie releases can have a significant effect on our results

of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or any other quarter.

seasonality of the motion picture exhibition industry however, has become less pronounced as the motion picture studios are releasing

movies somewhat more evenly throughout the year.

Our Services division provides monitoring, billing, collection, verification

and other management services to Phase 1 DC and Phase 2 DC as well as to exhibitor-buyers who purchase their own equipment.

division provides such services to the 696 screens in the Phase I Deployment for a monthly service fee equal to 5% of the VPFs earned

by Phase 1 DC and an incentive service fee equal to 2.5% of the VPFs earned by Phase 1 DC.

The Services division also provides services

to the 2,147 Phase II Systems deployed, for which we typically receive a monthly fee of approximately 10% of the VPFs earned by Phase

The total Phase II service fees are subject to an annual limitation under the terms of our agreements with motion picture studios

and are determined based upon the respective Exhibitor-Buyer Structure, or CDF2 agreements.

Unpaid service fees in any period remain an

obligation to Phase 2 DC in the cost recoupment framework.

Such fees are not recognized as income or accrued as an asset on our balance

sheet given the uncertainty of the receipt and the timing thereof as future movie release and bookings are not known.

Service fees are

accrued and recognized only on deployed Phase II Systems.

As a result, the annual service fee limitation is variable until these fees

In February 2013, we (i) assigned to our wholly owned subsidiary, Cinedigm

DC Holdings LLC (“DC Holdings “), the right and obligation to service the digital cinema projection systems from the Phase

I Deployment and certain systems that were part of the Phase II Deployment, (ii) delegated to DC Holdings the right and obligation to

service certain other systems that were part of the Phase II Deployment and (iii) assigned to DC Holdings the right to receive servicing

fees from the Phase I and Phase II Deployments.

We also transferred to DC Holdings certain of our operational staff whose responsibilities

and activities relate solely to the operation of the servicing business and to provide DC Holdings with the right to use the supporting

software and other intellectual property associated with the operation of the servicing business.

Our Services division also has international servicing partnerships

in Australia and New Zealand with the Independent Cinema Association of Australia and as of March 31, 2022, we ceased providing servicing

to such parties.

Our Services division faces limited competition domestically in its

digital cinema services business as the major Hollywood movie studios have only signed digital cinema deployment agreements with five

entities, including us, and the deployment period in North America is now complete.

Competitors include:

Digital Cinema Implementation

Partners (“DCIP”), a joint venture of three large exhibitors (Regal Entertainment Group, AMC Entertainment Holdings, Inc.

and Cinemark Holdings, Inc.) focused on managing the conversions of those three exhibitors;

Sony Digital Cinema, to support the deployment

of Sony projection equipment;

Christie Digital USA, Inc., to support the deployment of Christie equipment;

and GDC, Inc., to support the

deployment of GDC equipment.

We have a significantly greater market share than all other competitors except for the DCIP consortium, which

services approximately 18,000 total screens representing its consortium members.

As we expand our servicing platform internationally, additional competitors

beyond those listed above consist of Arts Alliance, Inc., a leading digital cinema servicer focused on the European markets, and GDC,

as well as other potential local start-ups seeking to service a specific international market.

We typically seek to partner with a leading

local entity to combine our efficient servicing infrastructure and strong studio relationships with the necessary local market expertise

and exhibitor relationships.

System sales for the years ended March 31, 2023 and 2022 were $11.8 million and $16.1 million, respectively.

Beginning in December 2015, certain of our Systems began to reach the conclusion of their 10-year deployment payment period with certain distributors and, therefore, revenue ceased to be recognized on such Systems.

As of March 31, 2023, our Phase I Deployment and Phase II Deployment agreements with certain major studios have reached their conclusion and we do not expect any material revenues to be generated in the Cinema Equipment segment except for System Sales.

For the years ended March 31, 2023 and 2022, our Cinema Equipment segment Services revenues were $0.3 million and $2.1 million, respectively.

ENVIRONMENTAL

The nature of our business does not subject us to environmental

laws in any material manner.

As of March 31, 2022 we had 146 employees, with 6 part-time, 134 full-time

and 6 temporaries, of which 11 are in sales and marketing, 61 are in operations, and 74 are in executive, finance, technology and administrative

The nature of our business does not subject us to environmental laws in any material manner.

As of March 31, 2023 we had 168 employees, 165 full-time and 3 part time or temporaries.

Of these employees, 63 are in operations, 11 are in sales and marketing, and 94 are in executive, finance, technology and administrative functions.

There are 115 employees based in the United States and 53 employees based in India.

AVAILABLE INFORMATION

Our Internet website address is www.cinedigm.com.

We will make available,

free of charge at the “Investor Relations - Financial Information” section of our website, our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports and statements filed

or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable

after such reports are electronically filed with, or furnished to, the SEC.

In addition, the SEC maintains a website that contains reports, proxy

and information statements, and other information regarding companies that file electronically with the Commission.

This information

is available at www.sec.gov, the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling 1-800-SEC-0330.

Our Internet website address is www.cineverse.com.

We will make available, free of charge at the “Investor Relations - Financial Information”

section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports and statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.

In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding companies that file electronically with the Commission.

This information is available at www.sec.gov, the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling 1-800-SEC-0330.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business