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Item 9A. Controls and Procedures

2024-07-01 compared with 2023-06-29 · 300 added, 391 removed, 430 unchanged (62% of the section changed)

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Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of March 31, 2023.

Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified in our internal control over financial reporting as of March 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures in our internal control over financial reporting as of March 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of March 31, 2023.

Remediation . Following identification of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate and timely reviews on all financial reporting analysis.

The material weakness in our internal control over financial reporting will not be considered remediated until these modifications are implemented, in operation for a sufficient period of time, tested, and concluded by management to be designed and operating effectively.

In addition, as we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify our remediation plan.

Management will test and evaluate the implementation of these modifications to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material misstatement in the Company’s financial statements.

The steps we took to address the deficiencies identified included:

we hired a new Chief Financial Officer;

we hired a new Executive Vice President (“EVP”) Accounting;

we have restructured accounting processes and revised organizational structures to enhance accurate accounting and appropriate financial reporting;

we have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and our financial closing and reporting process;

we have engaged external advisors to provide financial accounting and reporting assistance;

we will enhance information and communication processes through information technology solutions to ensure that information needed for financial reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

we have engaged external advisors to evaluate and document the design and operating effectiveness of our internal control over financial reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe that, as a result of management’s in-depth review of its accounting processes, and the additional procedures management has implemented, there are no material inaccuracies or omissions of material fact in this Form 10-K and, to the best of our knowledge, we believe that the consolidated financial statements in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows in conformity with GAAP.

We’ve implemented certain period-end controls for closing and financial reporting during the year.

As of March 31, 2023, certain of these newly implemented procedures, particularly the ones relating to the review of account reconciliations and evaluation of accounting reporting of infrequent and material transactions, were not implemented and operating effectively for a sufficient amount of time to demonstrate that the material weakness in our year-end closing and reporting system had been remediated.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2024.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except that we have redesigned our royalty accrual estimation process, following the upgrade of certain accounting systems and integration of acquirees into a more centralized accounting process.

OTHER INFORMATION

On February 29, 2024, the Board approved the renewal of the previously approved stock repurchase program to purchase up to an aggregate of 500,000 shares of its outstanding Class A common stock.

Acquisitions pursuant to the stock repurchase program may be made through a combination of open market repurchases in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, and/or other transactions at the Company’s discretion.

The stock repurchase program, which is subject to certain consents, will expire on March 1, 2025 unless otherwise modified by the Board at any time in its sole discretion.

The Company did not make any purchases under this plan during the fiscal year ended, March 31, 2024.

In May 2024, the Company entered into a plan with B.

Riley Securities, Inc.

intended to satisfy the affirmative defense conditions of Rule 10b5-1 promulgated under the Exchange Act.

and under this plan purchased 184,495 shares for a total of $188 thousand, gross of fees in May 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Christopher J.

McGurk, 66 , has been the Company’s Chief Executive Officer and Chairman of the Board since January 2011.

McGurk was the founder and Chief Executive Officer of Overture Films from 2006 until 2010 and also the Chief Executive Officer of Anchor Bay Entertainment, which distributed Overture Films’

products to the home entertainment industry.

McGurk, 67, has been the Company’s Chief Executive Officer and Chairman of the Board since January 2011.

McGurk was the founder and Chief Executive Officer of Overture Films from 2006 until 2010, and also the Chief Executive Officer of Anchor Bay Entertainment, which distributed Overture Films’ products to the home entertainment industry.

From 1999 to 2005, Mr.

McGurk was Vice Chairman of the Board and Chief Operating Officer of Metro-Goldwyn-Mayer Inc.

(“MGM”), acting as the company’s lead operating executive until MGM was sold for approximately $5 billion to a consortium of investors.

McGurk joined MGM from Universal Pictures, where he served in various executive capacities, including President and Chief Operating Officer, from 1996 to 1999.

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McGurk has previously served on the boards of IDW Media Holdings, Inc., BRE Properties, Inc., DivX Inc., DIC Entertainment, Pricegrabber.com, LLC and MGM Studios, Inc.

Ashok Amritraj, 67, has been a member of the Board since August 2021.

He has been Chairman and CEO of Hyde Park Entertainment, Inc.

(“Hyde Park”) since 2000 and is an internationally renowned award-winning film producer, having made over 100 films during the span of his 35-year career.

Amritraj is involved with philanthropic causes and was appointed a United Nations India Goodwill Ambassador in 2016 and, in 2018, by decree of the President of the Republic of France, was appointed a Chevalier (Knight) of the Ordre National du Merité.

Amritraj serves on the Producers A2025 Committee to advance inclusion and equitable opportunities at the Academy of Motion Picture Arts and Sciences as well as on the advisory board for the Dodge Film School at Chapman University.

McGurk has had a long and transformative executive career in film, TV and streaming content industries.

Brown , 65, has been a member of the Board since September 2010.

He is Chairman of Grassmere Partners, LLC, a private investment firm, which he founded in 2009.

Prior to founding Grassmere Partners, Mr.

Brown served as Chairman of the Board, Chief Executive Officer and President of AMC Entertainment Inc.

(“AMC”), one of the world’s leading theatrical exhibition companies, from July 1999 until his retirement in February 2009.

He joined AMC in 1990 and served as AMC’s President from January 1997 to July 1999 and Senior Vice President and Chief Financial Officer from 1991 to 1997.

Brown currently serves on the board of EPR Properties (NYSE:

EPR), a specialty real estate investment trust.

He is Chairman of Grassmere Partners, LLC, a private investment firm he founded in 2009.

He served as Chairman of the Board, Chief Executive Officer, and President of AMC Entertainment Inc.

(“AMC”), one of the world’s leading theatrical exhibition companies, from 1999 to 2009, and Chief Financial Officer from 1991 to 1999.

In 1997, he founded EPR Properties, (NYSE:

EPR) a real estate investment trust and served as Chairman of the Board until 2003.

He currently serves on the board of EPR Properties.

Brown also serves as a director of Lumen Technologies, Inc.

LUMN), a global leader in communications and technology.

Past additional public company boards include:

National CineMedia, Inc., Midway Games, Inc., LabOne, Inc., and Protection One, Inc.

O’Brien, 76, has been a member of the Board since July 2015.

LUMN), an international facilities-based technology and communications company.

Past additional public company boards include National CineMedia, Inc., Midway Games, Inc., LabOne, Inc., and Protection One, Inc.

Mary Ann Halford , 65, has been a member of the Board since December 2023.

Halford is an internationally recognized media and entertainment operator, advisor, and entrepreneur.

She is the Founder and Managing Principal of Halford Media Advisory, working with clients in the US and internationally on transformation strategies.

Prior to setting up her own firm, she was a Partner at Altman Solon, a Telecommunications, Media, and Technology (“TMT”) strategy consultancy focusing on the media industry.

Halford has previously served as a Senior Managing Director at FTI Consulting and EVP of Fox International Entertainment Channels, a division of Fox Entertainment Group.

In 2002, she co-founded El Camino Entertainment Group which consolidated operating businesses in the live family entertainment industry, which currently operates as North American Midway Entertainment.

Halford also serves on the board of EightCo Holdings (NASDAQ:

Past board positions include director of Media and Games Invest (OMX:

M8G), Vinco Ventures (NASDAQ:

BBIG) and Triton Digital (private).

O’Brien , 77, has been a member of the Board since July 2015.

He currently serves as the Managing Director & Principal of Granville Wolcott Advisors, a company he formed in 2009, which provides business consulting, due diligence and asset management services for public and private clients.

O’Brien has previously served as Chairman of the Board and CEO of Livevol, Inc., a private company that was a leader in equity and index options technology which was successfully sold to CBOE Holdings.

O’Brien has previously served as Chairman of the Board and CEO of Livevol, Inc., a private company that was a leader in equity and index options technology, which was successfully sold to CBOE Holdings.

During the past five years, Mr.

O’Brien has also served on the boards of Creative Realities, Inc., ICPW Liquidation Trust, and Merriman Holdings, Inc

Peixin Xu, 51 , has been a member of the Board since November 2017.

Xu founded Bison, an investment company with a focus on the media and entertainment, healthcare and financial service industries, in 2014 and has been serving as a partner and director since then.

From 2013 to the present, Mr.

Xu has been serving on the Board of Directors of Airmedia Group Inc.

Xu is a designee of Bison in connection with the Bison Agreement.

O’Brien has also served on the boards of Creative Realities, Inc., ICPW Liquidation Trust, and Merriman Holdings, Inc.

Executive Officers

The Company’s executive officers are Christopher J.

McGurk, Chief Executive Officer and Chairman of the Board, Erick Opeka, President and Chief Strategy Officer, Gary S.

Loffredo, Chief Legal Officer, Secretary and Senior Advisor, Tony Huidor, Chief Operating Officer and Chief Technology Officer and John K.

Canning, Chief Financial Officer.

Loffredo, Chief Legal Officer, Secretary and Senior Advisor, Tony Huidor, Chief Operating Officer and Chief Technology Officer, Mark Lindsey, Chief Financial Officer, Yolanda Macias, Chief Content Officer, and Mark Torres, Chief People Officer.

Biographical information for Mr.

McGurk is included above.

Erick Opeka, 49, is the Company’s President and Chief Strategy Officer, having served as Chief Strategy Officer since December 2020 and President of Cineverse Networks since joining the Company in 2014, when, as EVP of Digital Networks, he oversaw the distribution of Cineverse’s OTT networks online, as well as on mobile devices, gaming consoles, and connected TVs.

Opeka was integral in the development and launch of the Company’s flagship digital first networks, further expanding the Company’s growth through landmark partnerships with leading platforms such as Sling TV, XUMO, and Twitch, among others.

Prior to joining Cineverse, Mr.

Opeka served as Senior Vice President and head of New Video Digital, which he grew into the largest global aggregator of independent digital content for more than 850 content partners including A&E Networks, The Jim Henson Company, Berman Braun, and others.

Loffredo, 58, is the Company’s Chief Legal Officer, Secretary and Senior Advisor.

Loffredo has served numerous roles throughout his long tenure with the Company.

He has extensive experience in capital raising, corporate mergers and acquisitions, public company corporate governance, business development and legal strategy.

Loffredo had previously served as the Company’s President since December 2020, Chief Operating Officer since February 2019, and General Counsel and Secretary since October 2011.

He had also served as President of Digital Cinema since 2011, as Senior Vice President - Business Affairs, General Counsel and Secretary since 2000, as Interim Co-Chief Executive Officer from June 2010 through December 2010, and was a member of the Board from September 2000 - October 2015.

From March 1999 to August 2000, he had been Vice President, General Counsel and Secretary of Cablevision Cinemas d/b/a Clearview Cinemas.

Loffredo was an attorney at the law firm of Kelley Drye & Warren LLP from September 1992 to February 1999.

Loffredo has over two decades of experience in the cinema exhibition industry, both on the movie theatre and studio sides.

Tony Huidor, 54, is the Company’s Chief Operating Officer and Chief Technology Officer.

Huidor was the Company’s Chief Technology and Product Officer since July 2021.

Since joining Cineverse in 2015, Huidor has managed the launch and daily operations of the Company’s portfolio of subscription and ad-supported digital-first channels, as well as overseeing overall product development of all desktop and mobile apps for Cineverse’s portfolio of streaming services.

He conceived and designed Cineverse’s proprietary Matchpoint ⟨⟩

distribution platform which has allowed the Company to effectively streamline and scale its digital content distribution business.

He previously served as Vice President of Operations for Universal Music Group (UMG) then later transitioned into VP of Technical Product Development for Universal Music Group Distribution (UMGD), where he played an integral part in establishing the company’s digital and mobile business which generated significant revenue for the company.

Prior to his tenure at Universal Music, he worked as Director of Product Development for the Walt Disney Internet Group where he was responsible for the creation and development of subscription-based entertainment services worldwide.

In addition, he established Disney Mobile where he managed the creation and production of all premium mobile content worldwide across the Disney and Pixar portfolio of brands with a strong emphasis on the European and Asian-Pacific regions.

Canning, 57, joined Cineverse in September 2021 as Chief Financial Officer.

Prior to Cineverse, Mr.

Canning was the Chief Financial Officer of Firefly Systems Inc., an ad-tech startup in Silicon Valley, from 2019 to August 2021.

From 2018 to 2019, he was the interim Chief Financial Officer at Tapjoy, Inc., also an ad-tech company.

From 2016 to 2018, Mr.

Canning was Group Vice President, Finance, at Discovery Channel Portfolio.

Prior to that, Mr.

Canning served in various finance leadership roles at various companies including Clear Channel Outdoor and The Walt Disney Company for a combined total of nearly 10 years.

Prior to Disney, Mr.

Canning enjoyed a successful management consulting career, spending more than a dozen years at prominent firms including Deloitte and KPMG.

Key Employees

The Company’s key employees are Yolanda Macias, Chief Content Officer, Mark Torres, Chief People Officer, and Mark Lindsey, Executive Vice President, Finance & Accounting.

Yolanda Macias, 58, joined Cineverse in 2013 and has been the Chief Content Officer of Cineverse Entertainment Group since December 2020, in connection with which she is responsible for acquiring global content rights for all distribution and streaming platforms and oversees all third party digital sales and marketing.

Macias has over 25

years of entertainment distribution experience, including executive positions at Vivendi/Universal from 2004 to 2012, DIRECTV from 1996 to 2003, and The Walt Disney Company from 1992 to 1995.

Mark Torres, 63, is the Company’s Chief People Officer.

He joined Cineverse in 2018 as Senior Vice President, Human Resources.

Torres has served as a Senior Human Resources executive with such notable companies as Sony Pictures Entertainment, Ticketmaster and Reed Elsevier/Variety, as well as several technology and media start-up companies.

He served as SVP of People & Culture at AdTec/Rubicon Project building their first internal HR function in preparation of their IPO.

In addition to consulting with several start-up media organizations, he served as the VP of HR and Administration at ideation/advertising leader, Phenomenon.

Torres is a graduate of California State University, Long Beach with a bachelor’s degree in Telecommunications.

Mark Lindsey, 56, joined Cineverse in 2022 as Executive Vice President, Finance & Accounting.

Erick Opeka, 50, has served as the Company’s Chief Strategy Officer and President since December 2020, overseeing the day-to-day operations of the Company's streaming and distribution operations, and driving Cineverse's corporate strategy and M&A initiatives.

Prior to his current role, Mr.

Opeka served as EVP of the company’s Global Digital Distribution business.

Before joining Cineverse, he co-founded and led the independent distributor New Video's streaming business.

Opeka began his entertainment career at Madstone Entertainment, and prior to that, he served in the US Army infantry.

He currently serves as the Vice Chairman of streaming trade organization OTT.X and on the Board of Directors of film and television production company Roundtable Entertainment.

Opeka holds a BA degree from The University of Texas at Austin and an MBA from Florida State University.

Loffredo, 59, is the Company’s Chief Legal Officer, Secretary and Senior Advisor.

Loffredo has served in numerous executive leadership roles with the Company since joining in 2000 including President, Chief Operating Officer, Senior Vice President of Business Affairs, and General Counsel.

He also served as President of Digital Cinema from 2011 to 2023, as Interim Co-Chief Executive Officer from June 2010 through December 2010, and was a member of the Company’s Board of Directors from September 2000 - October 2015.

Prior to joining Cineverse, from March 1999 to August 2000, Mr.

Loffredo was Vice President, General Counsel and Secretary of Cablevision Cinemas d/b/a Clearview Cinemas, a film exhibitor.

From September 1992 to February 1999, he was an attorney at the law firm of Kelley Drye & Warren LLP.

Tony Huidor, 55, is the Company’s Chief Operating Officer and Chief Technology Officer.

Since joining Cineverse in 2015, Huidor has managed the launch and daily operations of the Company’s portfolio of all subscription and ad-supported digital-first channels.

He conceived and designed Cineverse’s proprietary Matchpoint Dispatch distribution platform and oversees overall product development of Matchpoint Blueprint which powers all streaming apps for Cineverse’s portfolio of streaming services.

In addition, Mr.

Huidor recently developed cineSearch which is the Company’s AI-based conversational chatbot for advanced content recommendations.

Prior to joining the Company, Mr.

Huidor served as Vice President of Operations for Universal Music Group (UMG) and then VP of Technical Product Development for Universal Music Group Distribution (UMGD).

Prior to his tenure at Universal Music Group, Mr.

Huidor worked as Director of Product Development for the Walt Disney Internet Group, where he was responsible for the creation and development of subscription-based entertainment services worldwide.

Mark Lindsey, 57, is the Company’s Chief Financial Officer.

Lindsey oversees all facets of accounting including reporting, financing, working capital management, treasury, tax compliance and planning, internal controls and policy development.

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Lindsey served in related executive capacities with American Capital, LTD., XM Satellite Radio, the Public Company Accounting Oversight Board and PricewaterhouseCoopers.

Yolanda Macias, 59, joined Cineverse in 2013 and has been the Chief Content Officer of Cineverse Entertainment Group since December 2020.

She is responsible for acquiring global content rights for all distribution and streaming platforms and oversees marketing.

Macias has over 25 years of entertainment distribution experience, including executive positions at Vivendi/Universal from 2004 to 2012, DIRECTV from 1996 to 2003, and The Walt Disney Company from 1992 to 1995.

Macias serves on the board of Skechers USA, Inc.

SKX) and as vice chair for C5LA a non-profit organization supporting under resourced and high potential teen.

Macías received her MBA from the J.L.

Kellogg Graduate School of Management at Northwestern University and her B.S.

degree in Finance from California State University, Northridge.

Mark Torres, 64, is the Company’s Chief People Officer.

He joined Cineverse in 2018 as Senior Vice President of Human Resources.

Torres has served as a senior human resources executive for over 20 years, including prior to the Company, at Sony Pictures Entertainment, Ticketmaster and Reed Elsevier/Variety, as well as several technology and media start-up companies.

Torres served as SVP of People & Culture at AdTec Rubicon Project (now

Torres is a graduate of California State University, Long Beach with a bachelor’s degree in Telecommunications.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Common Stock to file reports of ownership and changes in ownership with the Commission and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of its directors, executive officers or persons who beneficially own more than 10% of the Common Stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended March 31, 2023 (the “Last Fiscal Year”), except for Peixin Xu, who filed a late From 4 for 18 transactions during the Last Fiscal Year.

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Common Stock to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.

Torres, who filed a late Form 3.

Code of Business Conduct and Ethics

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In the opinion of the Board, it is appropriate for the Company not to have such a process in place because the Board believes there is currently not a need for a formal policy due to, among other things, the limited number of stockholders of the Company.

While the Board will, from time to time, review the need for a formal policy, at the present time, stockholders who wish to contact the Board may do so by submitting any communications to the Company’s Secretary, Mr.

Loffredo, 244 Fifth Avenue, Suite M289, New York, NY 10001, with an instruction to forward the communication to a particular director or the Board as a whole.

Loffredo, 224 W.

Suite 500, #947 New York, New York 10001, with an instruction to forward the communication to a particular director or the Board as a whole.

Loffredo will receive the correspondence and forward it to any individual director or directors to whom the communication is directed.

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Board of Directors

The Board oversees the Company’s risk management including understanding the risks the Company faces and what steps management is taking to manage those risks, as well as understanding what level of risk is appropriate for the Company.

The Board’s role in the Company’s risk oversight process includes receiving regular updates from

members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, human resources, employment, and strategic risks.

The Company’s leadership structure currently consists of the combined role of Chairman of the Board and Chief Executive Officer and a separate Lead Independent Director.

O’Brien serves as our Lead Independent Director.

The Lead Independent Director’s responsibilities include presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, serving as a liaison between the Chairman and the independent directors, reviewing information sent to the Board, consulting with the Nominating Committee with regard to the membership and performance evaluations of the Board and Board committee members, calling meetings of and setting agendas for the independent directors, and serving as liaison for communications with stockholders.

The Board’s role in the Company’s risk oversight process includes receiving regular updates from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, human resources, employment, and strategic risks.

The Company’s leadership structure currently consists of the combined role of Chairman of the Board and Chief Executive Officer and a separate Lead Independent Director.

O’Brien serves as our Lead Independent Director.

The Board intends to meet at least quarterly and the independent directors serving on the Board intend to meet in executive session (i.e., without the presence of any non-independent directors and management) immediately following regularly scheduled Board meetings.

During the Last Fiscal Year, the Board held nine (9) meetings and acted three (3) times by unanimous written consent in lieu of holding a meeting.

Each current member of the Board, who was then serving, attended at least 75 percent of the total number of meetings of the Board, and of the committees of the Board on which they served in the Last Fiscal Year, except for Mr.

No individual may be nominated for election to the Board after his or her 73rd birthday.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and Nasdaq.

The Company does not currently have a policy in place regarding attendance by Board members at the Company’s annual meetings of stockholders.

During the Last Fiscal Year, the Board held nine (9) meetings.

Brown and O’Brien and Ms.

Halford are considered “independent” under the rules of the SEC and Nasdaq.

The Company does not currently have a policy in place regarding attendance by Board members at the Company’s annual meetings of stockholders.

The Board has three standing committees, consisting of an Audit Committee, a Compensation Committee and a Nominating Committee.

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Christopher J.

Ashok Amritraj

O’Brien**

Committee Chair ●

Committee Member * Chairperson of the Board ** Lead Independent Director

Mary Ann Halford

▲ Committee Chair ● Committee Member * Chairperson of the Board ** Lead Independent Director

Audit Committee

The Audit Committee consists of Messrs.

Amritraj, Brown and O’Brien.

Brown is the Chairman of the Audit Committee.

Brown and O’Brien and Ms.

Brown is the Chair of the Audit Committee.

The Audit Committee held four (4) meetings in the Last Fiscal Year.

The Audit Committee has met with the Company’s management and the Company’s independent registered public accounting firm to review and help ensure the adequacy of its internal controls and to review the results and scope of the auditors’

engagement and other financial reporting and control matters.

Brown is financially literate, and Mr.

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Brown is also a financial expert, as such term is defined under the Sarbanes-Oxley Act of 2002.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and Nasdaq.

The Audit Committee has adopted a formal written charter (the “Audit Charter”).

The Audit Committee is responsible for ensuring that the Company has adequate internal controls and is required to meet with the Company’s auditors to review these internal controls and to discuss other financial reporting matters.

Brown and O’Brien and Ms.

Halford are considered “independent” under the rules of the SEC and Nasdaq.

The Audit Committee has adopted a formal written charter (the “Audit Charter”).

The Audit Committee is also responsible for the appointment, compensation and oversight of the auditors.

Additionally, the Audit Committee is responsible for the review and oversight of all related party transactions and other potential

conflict of interest situations between the Company and its officers, directors, employees and principal stockholders.

The Audit Charter is available on the Company’s Internet website at www.investor.cineverse.com.

Additionally, the Audit Committee is responsible for the review and oversight of all related party transactions and other potential conflict of interest situations between the Company and its officers, directors, employees and principal stockholders.

The Audit Committee Charter is available on the Company’s Internet website at www.investor.cineverse.com.

Compensation Committee

The Compensation Committee consists of Messrs.

Amritraj, Brown and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

Brown and O’Brien and Ms.

Halford is the Chair of the Compensation Committee.

The Compensation Committee met two (2) times during the Last Fiscal Year and acted three (3) times by unanimous written consent in lieu of holding a meeting.

The Compensation Committee approves the compensation package of the Company’s Chief Executive Officer and, based on recommendations by the Company’s Chief Executive Officer, approves the levels of compensation and benefits payable to the Company’s other executive officers, reviews general policy matters relating to employee compensation and benefits and recommends to the entire Board, for its approval, stock option and other equity-based award grants to its executive officers, employees and consultants and discretionary bonuses to its executive officers and employees.

The Compensation Committee has the authority to appoint and delegate to a sub-committee the authority to make grants and administer bonus and compensation plans and programs.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and the Nasdaq.

The Compensation Committee has adopted a formal written charter (the “Compensation Charter”).

Brown and O’Brien and Ms.

Halford are considered “independent” under the rules of the SEC and the Nasdaq.

The Compensation Committee has adopted a formal written charter (the “Compensation Charter”).

The Compensation Charter sets forth the duties, authorities and responsibilities of the Compensation Committee.

The Compensation Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Compensation Committee Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Compensation Committee, when determining executive compensation (including under the executive compensation program, as discussed below under the heading Compensation Discussion and Analysis), evaluates the potential risks associated with the compensation policies and practices.

The Compensation Committee believes that the Company’s compensation programs are designed with an appropriate balance of risk and reward in relation to the Company’s overall compensation philosophy and do not encourage excessive or unnecessary risk-taking behavior.

In general, the Company compensates its executives in a combination of cash and equity awards.

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In addition, Aon was available to respond to specific inquiries throughout the year.

SEC rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010 (the “Dodd-Frank Act”), enable our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Company’s proxy statements.

The Company annually holds an advisory vote on executive compensation at its annual meetings.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Messrs.

Amritraj, Brown, and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

Brown, and O’Brien and Ms.

Halford is the Chair of the Compensation Committee.

None of such members was, at any time during the Last Fiscal Year or at any previous time, an officer or employee of the Company.

None of the Company’s directors or executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of the Company’s Board of Directors.

No member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Securities and Exchange Commission Regulation S-K.

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The Nominating Committee consists of Messrs.

Amritraj, Brown and O’Brien.

Brown is the Chairman of the Nominating Committee.

Brown and O’Brien and Ms.

O'Brien is the Chair of the Nominating Committee.

The Nominating Committee held one (1) meeting during the Last Fiscal Year.

The Nominating Committee evaluates and approves nominations for annual election to, and to fill any vacancies in, the

Board and recommends to the Board the directors to serve on committees of the Board.

The Nominating Committee also approves the compensation package of the Company’s directors.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and the Nasdaq.

The Nominating Committee has adopted a formal written charter (the “Nominating Charter”).

The Nominating Committee evaluates and approves nominations for annual election to, and to fill any vacancies in, the Board and recommends to the Board the directors to serve on committees of the Board.

The Nominating Committee also approves the compensation package of the Company’s directors.

Brown and O’Brien and Ms.

Halford are considered “independent” under the rules of the SEC and the Nasdaq.

The Nominating Committee has adopted a formal written charter (the “Nominating Charter”).

The Nominating Charter sets forth the duties and responsibilities of the Nominating Committee and the general skills and characteristics that the Nominating Committee employs to determine the individuals to nominate for election to the Board.

The Nominating Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Nominating Committee Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Nominating Committee will consider any director candidates recommended by stockholders.

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have no material affiliations with direct competitors, suppliers or vendors of the Company;

and preferably have experience in the Company’s business and other relevant business fields (for example, finance, accounting, law and banking).

The Nominating Committee considers diversity together with the other factors considered when evaluating candidates but does not have a specific policy in place with respect to diversity.

Members of the Nominating Committee meet in advance of each of the Company’s annual meetings of stockholders to identify and evaluate the skills and characteristics of each director candidate for nomination for election as a director of the Company.

The Nominating Committee reviews the candidates in accordance with the skills and qualifications set forth in the Nominating Charter and the rules of the Nasdaq.

There are no differences in the manner in which the Nominating Committee evaluates director nominees based on whether or not the nominee is recommended by a stockholder.

Recoupment (“Clawback”) Policy

The Company intends to recapture compensation as currently required under the Sarbanes-Oxley Act.

Recoupment (“Clawback”) Policy

The Company has a policy to recapture compensation as currently required under the Sarbanes-Oxley Act and the rules of The Nasdaq Stock Market.

However, there have been no instances to date where it needed to recapture any compensation.

Additionally, we recognize that our compensation program will be subject to the forthcoming amendments to stock exchange listing standards required by Section 954 of the Dodd-Frank Act, which requires that stock exchange listing standards be amended to require issuers to adopt a policy providing for the recovery from any current or former executive officer of any incentive-based compensation (including stock options) awarded during the three-year period prior to an accounting restatement resulting from material noncompliance of the issuer with financial reporting requirements.

We intend to adopt such a clawback policy which complies with all applicable standards when such rules are adopted.

Restriction on Speculative Transactions

The Company’s Insider Trading and Disclosure Policy restricts employees and directors of the Company from engaging in speculative transactions in Company securities, including short sales, and discourages employees and directors of the Company from engaging in hedging transactions, including “cashless”

collars, forward sales, and equity swaps, that may indirectly involve short sales.

Additionally, we recognize that our compensation program is subject to the stock exchange listing standards required by Section 954 of the Dodd-Frank Act effective in October 2023, which required that stock exchange listing standards be amended to require issuers to adopt a policy providing for the recovery from any current or former executive officer of any incentive-based compensation (including stock options) awarded during the three-year period prior to an accounting restatement resulting from material noncompliance of the issuer with financial reporting requirements.

Restrictions on Speculative Transactions

Pre-clearance by the Company is required for all equity transactions.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines for its non-employee directors, pursuant to which the non-employee directors are required to acquire, within three (3) years, and maintain until separation from the Board, shares equal in value to a minimum of three (3) times the value of the annual cash retainer (not including committee

or per-meeting fees) payable to such director.

Shares acquired as Board retainer fees and shares owned by an investment entity with which a non-employee director is affiliated may be counted toward the stock ownership requirement.

As of March 31, 2024, each of Messrs.

Brown, O’Brien and Xu currently meet the stock ownership guidelines, and Mr.

Amritraj is within the three (3) year acquisition period.

Brown and O’Brien and Ms.

Halford currently meet the stock ownership guidelines.

Environmental, Social and Governance (ESG)

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The Company is committed to working in a responsible and sustainable way to produce as few negative environmental effects as possible from our operations.

Our core business does not result in any significant negative environmental effects.

Our core business does not result in any significant negative

environmental effects.

We note our leading role in the conversion, starting in 2005, from using analog films, which had to be shipped to theatre destinations, causing greenhouse gas emissions and ultimately waste of the film after use, to digital projection of virtually all major and independent studio films, which are now electronically delivered to theatre destinations.

In addition, our current CEG business concentrates on digital and streaming distribution of content, which again is environmentally-friendly.

In addition, our current business concentrates on digital and streaming distribution of content, which again is environmentally-friendly.

This conversion and streaming approach significantly reduces the carbon footprint associated with the film exhibition industry.

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Our benefits programs are reviewed each year to ensure that we are meeting current practices in providing benefits that meet the health and safety needs of our employees.

When special circumstances occur, such as the recent pandemic, we adjust our benefits to meet our employees’

When special circumstances occur, such as the recent pandemic, we adjust our benefits to meet our employees’ needs.

Health and Safety

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We provide mental and physical well-being programs to all employees.

We have continued measures to reduce the impact of the COVID-19 pandemic to ensure employee health, safety and well-being.

Diversity, Equity and Inclusion

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Fostering a work environment that is culturally diverse, inclusive and equitable is important to us.

We believe that our business accomplishments are a result of the efforts of our employees and that a diverse employee population will result in a better understanding of our customers’

We believe that our business accomplishments are a result of the efforts of our employees and that a diverse employee population will result in a better understanding of our customers’ needs.

We respect the unique attributes of each individual.

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Named Executive Officers

The following table sets forth certain information concerning compensation received by the Company’s NEOs, consisting of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, plus up to two additional persons for whom disclosures would have been provided but for the fact that they were not serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year.

The following table sets forth certain information concerning compensation received by the Company’s named executive officers ("NEOs"), consisting of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, plus up to two additional persons for whom disclosures would have been provided but for the fact that they were not serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year.

SUMMARY COMPENSATION TABLE

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Secretary and Senior Adviser

President and

Chief Strategy Officer

(1) The Company's bonus program is the previously described MAIP incentive program.

For the fiscal year ended, a portion of the MAIP bonuses were settled in the Company's Common Stock.

(2) For fiscal year 2023, includes shares issued in January 2022 under performance share units (“PSUs”) paid during fiscal year 2024.

For fiscal year 2021, includes shares issued in January 2022 under performance share units (“PSUs”).

and President

of Digital Networks

(1) The Company's bonus program, the MAIP incentive program, is described below.

For fiscal year 2023 and 2024, the MAIP bonuses were settled in the Company's Common Stock.

(2) Includes performance share units (“PSUs”) earned during the respective fiscal year.

See above for a description of the material terms of the PSUs.

(3) The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal years ended March 31, 2023 and 2022, included in the 2023 Annual Report on Form 10-K (the “Form 10-K”).

Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal years ended March 31, 2024 and 2023, included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Form 10-K”).

(4) Includes life insurance premiums, disability insurance premiums and certain medical expenses paid by the Company for each NEO.

Employment agreements between the Company and Named Executives in effect during Fiscal Year 2023

Employment agreements between the Company and Named Executive Officers

Christopher J.

On November 19, 2020, the Company entered into an employment agreement with Mr.

McGurk (the “2020 McGurk Employment Agreement”) that replaced any prior employment agreements with Mr.

The 2020 McGurk Employment Agreement took effect on April 1, 2021 and has a term ending on March 31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

On October 17, 2022, the Company entered into an employment agreement with Christopher J.

McGurk (the “2022 McGurk Employment Agreement”).

The 2022 McGurk Employment Agreement took effect on April 1, 2023, and has a term ending on March 31, 2026 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2022 McGurk Employment Agreement, Mr.

McGurk will continue to serve as the Chief Executive Officer and Chairman of the Board of the Company.

The 2020 McGurk Employment Agreement provides that Mr.

McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $650,000 (the “McGurk Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the Company’s 2017 Plan, performance share units for up to 12,500 of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 stock appreciation rights ("SARs") having an exercise price of $10.80 and a term of ten (10) years, one-half (1/2) of which vested on November 19, 2020 and one-half (1/2) of which will vest on March 31, 2023.

The 2022 McGurk Employment Agreement also provides that Mr.

McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a Target Bonus opportunity of $650,000 consistent with goals established from time to time by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 25,000 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 SARs having an exercise price of $9.60 and a term of ten (10) years, one-third (1/3) of which will vest on April 1 of each of 2023, 2024 and 2025, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the 2017 Plan) or a termination other than for Cause (as defined in the 2022 McGurk Employment Agreement).

McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2022 McGurk Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2022 McGurk Employment Agreement) or a resignation for Good Reason (as defined in the 2022 McGurk Employment Agreement), Mr.

McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months’

Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the Employment Agreement.

McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months’ Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the 2022 McGurk Employment Agreement.

In the event of, on or after April 1, 2023 and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr.

McGurk’s death or disability) or a resignation for Good Reason, then in lieu of receiving the amounts described above, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) the McGurk Target Bonus for the year of termination.

On December 10, 2020, the Company entered into an amended employment agreement, effective as of November 19, 2020, with Mr.

McGurk (the “2020 A&R McGurk Employment Agreement”).

The 2020 A&R McGurk Employment Agreement restated the 2020 McGurk Employment Agreement, except that in the event of, on or after April 1, 2020 and within two (2) years after a Change in Control (as defined in the 2017 Plan), a termination without Cause (other than due to Mr.

McGurk’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the McGurk Employment Agreement), then in lieu of receiving the amounts for severance other than in connection with a Change in Control, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus (as defined in the 2020 A&R McGurk Employment Agreement) for the year of termination.

On December 23, 2020, the Company entered into an employment agreement with Mr.

Loffredo (the “2020 Loffredo Employment Agreement”) that replaced any prior employment agreements or arrangements with Mr.

Loffredo, which took effect on January 1, 2021 and has a term ending on March 31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2020 Loffredo Employment Agreement, Mr.

Loffredo serves as President, and continues to serve as the Chief Operating Officer, General Counsel and Secretary, of the Company.

The 2020 Loffredo Employment Agreement provides that Mr.

Loffredo will receive an annual base salary of $460,000 (as subject to adjustment, the “Loffredo Base Salary”) and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $322,000 (the “Loffredo Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 7,500 shares of the Company’s Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation

Committee shall determine, and (iii) under the Plan, 60,000 SARs having an exercise price of $12.80 and a term of ten (10) years, and vesting as follows:

25,000 SARs vest on March 31, 2022, 25,000 SARs vest on March 31, 2023, and 10,000 SARs vest on June 30, 2023.

Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2020 Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the 2020 Loffredo Employment Agreement), Mr.

Loffredo shall be entitled to payment of twelve (12) months’

Loffredo Base Salary at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without Cause (other than due to Mr.

Loffredo’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Loffredo Employment Agreement), then in lieu of receiving the amounts described above, Mr.

Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Loffredo Base Salary and (b) the Loffredo Target Bonus for the year of termination.

On December 23, 2020, the Company entered into an employment agreement with Mr.

Opeka (the “2020 Opeka Employment Agreement”) that replaced any prior employment agreement with Mr.

Opeka, which took effect on January 1, 2021 and has a term ending on September 15, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2020 Opeka Employment Agreement, Mr.

Opeka will serve as Chief Strategy Officer of the Company and continue to serve as President of Cineverse Networks.

The 2020 Opeka Employment Agreement provides that Mr.

Opeka will receive an annual base salary of $400,000 (as subject to adjustment, the “Opeka Base Salary”) and will be eligible for (i) under the MAIP, a target bonus opportunity of $240,000 (the “Opeka Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the Plan, performance share units for up to 7,500 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 60,000 SARs having an exercise price of $12.80 and a term of ten (10) years, and vesting as follows:

25,000 SARs vest on March 31, 2022, 25,000 SARs vest on March 31, 2023, and 10,000 SARs vest on December 31, 2023.

Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2020 Opeka Employment Agreement) or a resignation for Good Reason (as defined in the 2020 Opeka Employment Agreement), Mr.

Opeka shall be entitled to payment of twelve (12) months’

Opeka Base Salary at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without Cause (other than due to Mr.

Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Opeka Employment Agreement), then in lieu of receiving the amounts described above, Mr.

Opeka would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Opeka Base Salary and (b) the Opeka Target Bonus for the year of termination.

Employment agreements between the Company and Named Executives entered into during Fiscal Year 202 4

On May 16, 2023, the Company entered into employment agreements with each of Erick Opeka and Gary S.

Loffredo (the “Opeka Employment Agreement,”

and the “Loffredo Employment Agreement,”

respectively, and collectively, the “Fiscal Year 2024 Employment Agreements”).

Each of the Fiscal Year 2024 Employment Agreements is effective as of May 1, 2023 and supersedes the prior employment agreement between the Company and each of Mr.

Opeka and Mr.

Each of the Fiscal Year 2024 Employment Agreements has a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus for the year of termination.

On May 16, 2023, the Company entered into an employment agreements with Erick Opeka (the “Opeka Employment Agreement,”).

The Opeka Employment Agreements was effective as of May 1, 2023 and supersedes the prior employment agreement between the Company and Mr.

The Opeka Employment Agreement has a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the Opeka Employment Agreement, Mr.

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The Opeka Employment Agreement also provides that Mr.

Opeka will receive an annual base salary of $475,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan

(“MAIP”), a target bonus opportunity (the “Target Bonus”) of $356,250 consistent with goals established from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors, (ii) under the Company’s 2017 Equity Incentive Plan (the “Plan”), performance share units for up to 300,000 shares of the Company’s Class A common stock (the “Common Stock”), subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine (“PSUs”), and (iii) under the Plan, 75,000 stock appreciation rights (“SARs”) having an exercise price of $5.80 and a term of ten (10) years, one-third (1/3) of which will vest on May 16, 2024, one-third (1/3) on May 1, 2025 and the final one-third (1/3) on May 1, 2026 (the “SAR Vesting Schedule”), provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Opeka Employment Agreement).

Opeka will receive an annual base salary of $475,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan (“MAIP”), a target bonus opportunity (the “Target Bonus”) of $356,250 consistent with goals established from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors, (ii) under the Company’s 2017 Equity Incentive Plan (the “Plan”), performance share units for up to 15,000 shares of the Company’s Class A common stock (the “Common Stock”), subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine (“PSUs”), and (iii) under the Plan, 75,000 stock appreciation rights (“SARs”) having an exercise price of $5.80 and a term of ten (10) years, one-third (1/3) of which will vest on May 16, 2024, one-third (1/3) on May 1, 2025 and the final one-third (1/3) on May 1, 2026 (the “SAR Vesting Schedule”), provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Opeka Employment Agreement).

Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the Opeka Employment Agreement) or a resignation for Good Reason (as defined in the Opeka Employment Agreement), Mr.

Opeka shall be entitled to payment of 12 months’

Base Salary at the time of termination.

Opeka shall be entitled to payment of 12 months’ Base Salary at the time of termination.

In the event of, on or after May 1, 2023 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr.

Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Opeka Employment Agreement) (“CIC Termination”), then in lieu of receiving the amounts described above, Mr.

Opeka would be entitled to receive a lump sum payment equal to two times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.

On May 16, 2023, the Company entered into an employment agreement with Gary S.

Loffredo (the “Loffredo Employment Agreement”).

The Loffredo Employment Agreement was effective as of May 1, 2023 and supersedes the prior employment agreement between the Company and Mr.

The Loffredo Employment Agreement has a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the Loffredo Employment Agreement, Mr.

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The Loffredo Employment Agreement also provides that Mr.

Loffredo will receive an annual base salary of $460,000 and will be eligible for (i) a target bonus opportunity under the MAIP of $322,000 (the “Target Bonus”) consistent with goals established from time to time by the Compensation Committee, (ii) under the Plan, PSUs for up to 8,000 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 40,000 SARs having an exercise price of $5.80 and a term of ten (10) years which shall vest on the SAR Vesting Schedule, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Loffredo Employment Agreement).

Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in the Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the Loffredo Employment Agreement), Mr.

Loffredo shall be entitled to payment of 12 months’

Base Salary at the time of termination under the Loffredo Employment Agreement.

Loffredo shall be entitled to payment of 12 months’ Base Salary at the time of termination under the Loffredo Employment Agreement.

In the event of a CIC Termination, on or after May 1, 2023 and during the Term, then in lieu of receiving the amounts described above, Mr.

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Equity Compensation Plans

The following table sets forth certain information, as of March 31, 2023, regarding the shares of Cineverse’s Class A common stock under Cineverse’s equity compensation plan.

The following table sets forth certain information, as of March 31, 2024, regarding the shares of Cineverse’s Class A common stock under Cineverse’s equity compensation plan.

Number of shares of Class A common stock issuable upon exercise of outstanding options, warrants or rights (1)

(1) (in thousands)

Weighted average of exercise price of outstanding options, warrants and rights

Number of shares of Class A common stock remaining available for future issuance (in thousands)

Number of shares of Class A common stock remaining available for future issuance

Cineverse Second Amended and Restated 2000 Equity

Incentive Plan (“the 2000 Plan”)

Cineverse 2017 Equity Incentive Plan (the “2017 Plan”)

Cineverse compensation plans not approved by shareholders (2)

Incentive Plan (“the 2000 Plan”)

Cineverse 2017 Equity Incentive Plan (the “2017 Plan”)

(1) Shares of Common Stock.

(2) Reflects stock options and SARs which were not granted under the 2000 Plan or the 2017 Plan.

The 2000 Plan

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The primary purpose of the 2000 Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants.

The term of the 2000 Plan expires on June 1, 2020.

The term of the 2000 Plan expired on June 1, 2020.

The 2000 Plan has been replaced by the 2017 Plan, and no new awards will be granted from the 2000 Plan;

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With respect to limits on Award grants under the 2017 Plan, aggregate shares granted to non-employee directors in any year may not exceed $1,000,000 in value.

Our Common Stock is listed for trading on the Nasdaq under the symbol “CNVS”.

The following table sets forth certain information concerning outstanding equity awards of the Company’s NEOs at the end of the Last Fiscal Year.

Our Common Stock is listed for trading on Nasdaq under the symbol “CNVS”.

The following table sets forth certain information concerning outstanding equity awards of the NEOs at the end of the Last Fiscal Year.

All outstanding stock awards reported in this table represent restricted stock that vests in equal annual installments over three years.

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Christopher J.

(1) Reflects stock options granted under the 2000 Plan and SARs granted under the 2017 Plan.

(2) Consists of options, of which 1/3 vested on March 31 of each of 2015, 2016 and 2017.

(1) Reflects stock appreciation rights granted under the 2000 Plan and SARs granted under the 2017 Plan.

(2) Consists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020 and 2021.

(3) Consists of stock appreciation rights, of which 62,500 vested on each of November 19, 2020 and March 31, 2023.

(5) Consists of stock appreciation rights, of which 41,666 subsequently vested on April 1, 2023, and 41,667 will vest on April 1 of each of 2024 and 2025.

(6) Consists of options, of which 1/3 vested on October 14 of each of 2014, 2015 and 2016.

(4) Consists of stock appreciation rights, of which 41,666 vested on April 1, 2023, and 41,667 subsequently vested on April 1, 2024, and 41,667 will vest on April 1, 2025.

(5) Consists of stock appreciation rights, of which 1/3 of which vested on December 10 of each 2019, 2020 and 2021.

(6) Consists of stock appreciation rights, of which 25,000 vested on March 31 of each 2023 and 2022;

and 10,000 will vest on June 30, 2023.

and 10,000 vested on June 30, 2023.

(7) Of such stock appreciation rights, 13,333 vest on May 16, 2024, 13,333 vest on May 1, 2025 and 13,334 vest on May 1, 2026.

(8) Consists of options, of which 100 vested on September of each of 2015, 2016, 2017, and 2018.

(9) Consists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020, and 2021.

(11) Consists of stock appreciation rights, of which 5,917 vested on March 31 of each 2022 and 2023, and 5,917 will vest in December 2023.

(10) Of such stock appreciation rights, 25,000 vested on March 31, 2022, 25,000 vested on March 31, 2023 and 10,000 vest on December 31, 2023.

(11) Of such stock appreciation rights, 25,000 vest on May 16, 2024, 25,000 vest on May 1, 2025 and 25,000 vest on May 1, 2026.

Non-employee Directors

The following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the Last Fiscal Year.

Cash Fees Earned

Mary Ann Halford (2)

Ashok Amritraj (3)

O’Brien

(1) Each director received 8,550 shares of restricted stock, which remain unvested as of March 31, 2023.

Peixin Xu (3)

Brown and Patrick O'Brien received 80,372 shares of restricted stock and Mary Ann Halford received 241,115 shares of restricted stock, which remain unvested as of March 31, 2024.

(2) Mary Ann Halford joined the board on December 8, 2023

(3) Ashok Amritraj and Peixin Xu left the Board of Directors on December 8, 2023

Non-employee directors receive the following compensation for board service.

The annual cash retainer amount is $60,000 and the annual stock grant of restricted shares of Common Stock amount is $90,000 based on the trailing 20-day volume weighted average price (“VWAP”) of the Common Stock as of the date of the most recent prior annual shareholder’s meeting.

The annual cash retainer amount is $60,000 and the annual stock grant of restricted shares of Common Stock amount is valued at $90,000 based on the trailing 20-day volume weighted average price (“VWAP”) of the Common Stock as of the date of the most recent prior annual shareholder’s meeting.

In addition, non-employee directors receive annual committee fees of $15,000 for service as a committee chair and of $5,000 for service on a committee (other than as chair).

In addition to the cash and stock retainers paid to all non-employee directors for Board service, the Lead Independent Director receives an annual cash fee of $20,000.

Finally, new non-employee directors will receive a grant of restricted stock valued at $180,000 based on the trailing 20-day VWAP of the Common Stock as of the grant date (the director joins the Board), and such shares will vest in three equal installments on the first three anniversaries of the date of grant.

Finally, new non-employee directors will receive a grant of restricted stock valued at $180,000 based on the trailing 20-day VWAP of the Common Stock as of the grant date (the date the director joins the Board), and such shares will vest in three equal installments on the first three anniversaries of the date of grant.

The Company has adopted Stock Ownership Guidelines for its non-employee directors as discussed under MATTERS RELATING TO OUR GOVERNANCE, above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of June 21, 2023, the Company’s directors, executive officers, and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 13.3% of its outstanding Common Stock.

These stockholders have significant influence over the Company’s business affairs, with the ability to control matters requiring approval by the Company’s stockholders.

The following table sets forth as of June 21, 2023, certain information with respect to the beneficial ownership of the Common Stock as to (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of the Class A common stock, (ii) each of the Company’s directors, (iii) each of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year (the “Named Executive Officers”), and (iv) all of the company’s directors and executive officers as a group.

As of June 17, 2024, the Company’s directors, executive officers, and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 20.8% of its outstanding Common Stock.

These stockholders have significant influence over the Company’s business affairs, with the ability to control matters requiring approval by the Company’s stockholders.

The following table sets forth as of June 17, 2024, certain information with respect to the beneficial ownership of the Common Stock as to (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of the Class A common stock, (ii) each of the Company’s directors, (iii) each of the NEOs and (iv) all of the Company’s directors and executive officers as a group.

CLASS A COMMON STOCK

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Christopher J.

Ashok Amritraj

O’Brien

Mary Ann Halford

All directors and executive officers as a group (9 persons)

(a) Unless otherwise indicated, the business address of each person named in the table is c/o Cineverse Corp., 244 Fifth Avenue, Suite M289, New York, New York 10001.

(a) Unless otherwise indicated, the business address of each person named in the table is c/o Cineverse Corp., 224 W.

Suite 500, #947 New York, New York 10001.

(b) Applicable percentage of ownership is based on 15,606,341 shares of Common Stock outstanding as of June 17, 2024 together with all applicable options, warrants and other securities convertible into shares of our Common Stock for such stockholder.

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Certain information is based on the numbers of shares reported in the most recent Schedule 13D or Schedule 13G, as amended, as applicable, filed by stockholders with the SEC through June 17, 2024 and information provided by holders or otherwise known to the Company

(c) Includes (i) 7,500 shares of Common Stock underlying currently exercisable options and (ii) 201,667 shares of Class A common stock underlying currently exercisable stock appreciation rights.

(d) Includes 1,750 shares of Common Stock underlying currently exercisable options and 80,000 shares of Class A common stock underlying currently exercisable stock appreciation rights.

(c) Includes (i) 243,332 shares of Class A common stock underlying currently exercisable stock appreciation rights and (ii) 103,526 shares owned by the Christopher and Jamie McGurk Living Trust, of which Mr.

McGurk is a trustee.

(d) Includes 103,333 shares of Class A common stock underlying currently exercisable stock appreciation rights.

(e) Includes (i) 400 shares of Common Stock underlying currently exercisable options and (ii) 102,750 shares of Common Stock underlying currently exercisable stock appreciation rights.

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Brown disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

(g) Includes (i) 21,585 shares of Common Stock owned directly, (ii) 410,884 shares of Common Stock held by Mingtai Investment LP (“Mingtai”), (iii) 194,931 shares of Common Stock held by Antai Investment LP (“Antai”), and (v) 331,382 shares of Common Stock held by Shangtai Asset Management LP (“Shangtai”).

BEMG is wholly-owned by Bison Capital Holding Company Limited.

Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.

Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is controlled by Mr.

Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.

Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is controlled by Mr.

Shangtai is indirectly managed by a subsidiary of BFGL.

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40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.

Information presented is based Amendment No.

4 to Schedule 13D filed by Mr.

Xu on May 31, 2023.

(h) Includes a total of 524,279 shares that are not currently outstanding, consisting of (i) 697 shares of Common Stock underlying currently exercisable options and (ii) 523,582 shares of Common Stock underlying currently exercisable stock appreciation rights

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions

Related Party Transactions

The Audit Committee, pursuant to its charter, is responsible for the review and oversight of all related party transactions and other potential conflict of interest situations, by review in advance or ratification afterward.

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rather, the Audit Committee reviews each transaction individually on a case by case, facts and circumstances basis.

On January 5, 2022, the Company entered into a letter agreement with Hyde Park, pursuant to which the Company and Hyde Park are collaborating on the development, production and/or distribution of a project based on the novel Audition by Ryu Murakami (the “Audition Project”).

There have been no significant reportable transactions or currently proposed transactions between the Company and any director or executive officer of the Company or any 5% security holder of the Company or any member of the immediate family of any of the foregoing persons, since the beginning of the Last Fiscal Year.

Each of the Company and Hyde Park owns 50% of the rights in connection with the Audition Project.

The Company paid $100 thousand to Hyde Park plus $26 thousand in legal fees to counsel for the Audition project.

Ashok Amritraj, a director of the Company, is the Chairman and CEO of Hyde Park and has an interest in 100% of the revenues of Hyde Park.

Ashok Amritraj, a former director of the Company whose role ended in December 2023, is the Chairman and CEO of Hyde Park and has an interest in 100% of the revenues of Hyde Park.

The approximate dollar value of the amount of Mr.

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Amritraj is a current board member and related party to the Company.

On April 4, 2023, Christopher McGurk, the Company’s Chief Executive Officer and Chairman of the Board, purchased 1 share of the Company’s Series B Preferred Stock, $.001 par value, for $10,000 which hold 1,800,000,000 votes (not adjusted for Reverse Stock Split) only on a measure pertaining to a reverse stock split proposal of the Company under certain conditions.

The Series B Preferred has no right to vote on any other matter except as may be required by the General Corporation Law of the State of Delaware.

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Director Independence

Please see the discussion of director independence under “MATTERS RELATING TO OUR GOVERNANCE, Board of Directors”

Please see the discussion of director independence under “MATTERS RELATING TO OUR GOVERNANCE, Board of Directors” above.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Form 10-K, including a discussion of the acceptability of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed and discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with the standards of the Public Company Accounting Oversight Board, the matters required to be discussed by Statements on Auditing Standards (SAS 61), as may be modified or supplemented, and their judgments as to the acceptability of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board.

In addition, the Audit Committee has discussed with the independent registered public accounting firm their independence from management and the Company, including receiving the written disclosures and letter from the independent registered public accounting firm as required by the Independence Standards Board Standard No.

1, as may be modified or supplemented, and has considered the compatibility of any non-audit services with the auditors’

independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit.

The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of the Company’s financial reporting.

1, as may be modified or supplemented, and has considered the compatibility of any non-audit services with the auditors’ independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Form 10-K for the year ended March 31, 2024 for filing with the SEC.

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Brown, Chairman

Ashok Amritraj

O’Brien

THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE “SOLICITING MATERIAL”

OR BE DEEMED “FILED”

WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

EisnerAmper LLP served as the independent registered public accounting firm to audit the Company’s consolidated financial statements since the fiscal year ended March 31, 2005.

The Company’s Audit Committee has adopted policies and procedures for pre-approving all services, including non-audit work, performed by EisnerAmper LLP for the fiscal years ended March 31, 2023 and 2022.

Mary Ann Halford

THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE “SOLICITING MATERIAL” OR BE DEEMED “FILED” WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

EisnerAmper LLP served as the independent registered public accounting firm to audit the Company’s consolidated financial statements since the fiscal year ended March 31, 2005.

In determining whether to approve a particular audit or permitted non-audit service, the Audit Committee will consider, among other things, whether the service is consistent with maintaining the independence of the independent registered public accounting firm.

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(4) All Other Fees

In the above table, in accordance with the SEC’s definitions and rules, “audit fees”

are fees the Company paid EisnerAmper LLP for professional services for the audit of the Company’s consolidated financial statements for the fiscal years ended March 31, 2023 and 2022 included in Form 10-K and review of consolidated financial statements incorporated by reference into Form S-1 and Form S-3 and included in Form 10-Qs and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;

“audit-related fees”

are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements;

“tax fees”

are fees for tax compliance, tax advice and tax planning;

and “all other fees”

are fees for any services not included in the first three categories.

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees the Company paid EisnerAmper LLP for professional services for the audit of the Company’s consolidated financial statements for the fiscal years ended March 31, 2024 and 2023 included in Form 10-K and review of consolidated financial statements incorporated by reference into Form S-1 and Form S-3 and included in Form 10-Qs and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;

“audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements;

“tax fees” are fees for tax compliance, tax advice and tax planning;

and “all other fees” are fees for any services not included in the first three categories.

All of the services set forth in sections (1) through (4) above were approved by the Audit Committee in accordance with the Audit Committee Charter.

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Specimen certificate representing Series A Preferred Stock.

Security Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société

Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Security Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Finance, Ltd.

And any other CHG Lease Participants.

Warrant issued on December 29, 2017.

Trademark Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank.

Trademark Security Agreement dated as of March 30, 2018 by and between Cinedigm Entertainment Corp.

and East West Bank.

Trademark Security Agreement dated as of March 30, 2018 by and between Vistachiara Productions, Inc.

and East West Bank.

Copyright Security Agreement dated as of March 30, 2018 by and between Cinedigm Home Entertainment, LLC and East West Bank.

and East West Bank.

Patent Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank.

Trademark Security Agreement dated as of July 3, 2019 by and between Comic Blitz II LLC and East West Bank.

Trademark Security Agreement dated as of September 15, 2022 by and between East West Bank and each of Cinedigm Corp.

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and the Guarantors thereto.

Description of Securities*

Amendment No.

1 to Copyright Security Agreement, dated as of August 8, 2023, by and among East West Bank and each of Cineverse Corp.

and the Guarantors party thereto.

Form of Pre-Funded Warrant (41)

Form of Common Warrant (41)

Description of Securities*

Second Amended and Restated 2000 Equity Incentive Plan of the Company.

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7 dated September 16, 2014 to the Second Amended and Restated 2000 Equity Incentive Plan of the Company.

Description of Document

Amendment No.

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4 to the 2017 Equity Incentive Plan.

Description of Document

Amendment No.

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and Christopher J.

McGurk dated as of December 10, 2020.

Employment Agreement between Cinedigm Corp.

and Christopher J.

McGurk dated as of October 17, 2022.** (37)

Multiparty Agreement, dated as of October 18, 2011, among Cinedigm Digital Funding 2, LLC, as Borrower, Access Digital Cinema Phase 2, Corp., CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-MERIDIAN U.S.

Finance, Ltd., Société

Générale, New York Branch, as Senior Administrative Agent and Ballantyne Strong, Inc., as Approved Vendor.

Finance, Ltd., Société Générale, New York Branch, as Senior Administrative Agent and Ballantyne Strong, Inc., as Approved Vendor.

Master Equipment Lease No.

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Form of Voting Agreement.

Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company, East West Bank and the Guarantors named therein.

Amendment No.

2 to Loan, Guaranty and Security Agreement dated as of July 3, 2019 by and between the Company, East West Bank and the Guarantors named therein.

Amended and Restated Loan, Guaranty and Security Agreement dated as of September 15, 2022 by and among Cinedigm Corp., East West Bank and the Guarantors named therein.

Amendment No.

3 to Loan, Guaranty and Security Agreement dated as of July 31, 2019 by and among the Company, East West Bank and the Guarantors named therein.

1 to Amended and Restated Loan, Guaranty and Security Agreement, dated as of August 8, 2023, by and between Cineverse Corp., East West Bank and the Guarantors named therein.** (47).

Amendment No.

4 to Loan, Guaranty and Security Agreement dated as of June 25, 2020 by and between the Company, East West Bank and the Guarantors named therein.

Letter from East West Bank dated June 22, 2021.

Description of Document

Amended and Restated Loan, Guaranty and Security Agreement dated as of September 15, 2022 by and between Cinedigm Corp., East West Bank and the Guarantors named therein.

2 to Amended and Restated Loan, Guaranty and Security Agreement dated as of February 9, 2024 by and among Cineverse Corp., East West Bank and the Guarantors named therein.

Employment Agreement dated as of September 13, 2021 between Cinedigm Corp.

and John Canning.

Form of Stock Appreciation Rights Agreement –

Form of Performance Stock Unit Agreement –

Separation Agreement dated September 15, 2023 between Cineverse Corp.

and John Canning (Certain Portions Omitted).

Form of Stock Appreciation Rights Agreement – Canning.

Form of Performance Stock Unit Agreement – Canning.

Employment Agreement between Cinedigm Corp.

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Riley FBR, Inc.

Amended and Restated Equity Purchase Agreement dated March 25, 2022 among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers.(42)

Employment Agreement between Cinedigm Corp.

and Antonio Huidor dated as of May 16, 2023.(40)

Description of Document

Purchase Agreement, dated April 4, 2023, by and between Cinedigm Corp.

1 unchanged sentence

Securities Purchase Agreement dated June 14, 2023.

Employment Agreement dated September 14, 2023 between Cineverse Corp.

and Mark Lindsey (Certain Portions Omitted).

Sales Agreement, dated May 3, 2024 between Cineverse Corp., A.G.P./Alliance Global Partners and The Benchmark Company, LLC.

List of Subsidiaries.*

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Powers of Attorney.* (Contained on signature page)

Officer’s Certificate Pursuant to 15 U.S.C.

Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Officer’s Certificate Pursuant to 15 U.S.C.

Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Clawback Policy dated November 25, 2023.*

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Documents Incorporated Herein by Reference:

(1) Previously filed with the Securities and Exchange Commission on November 4, 2003 as an exhibit to the Company’s Amendment No.

3 to Registration Statement on Form SB-2 (File No.

(2) Previously filed with the Securities and Exchange Commission on April 25, 2005 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(3) Previously filed with the Securities and Exchange Commission on September 24, 2007 as an exhibit to the Company’s Form 8-K (File No.

(4) Previously filed with the Securities and Exchange Commission on April 3, 2008 as an exhibit to the Company’s Form 8-K (File No.

(5) Previously filed with the Securities and Exchange Commission on May 14, 2008 as an exhibit to the Company’s Form 8-K (File No.

(6) Previously filed with the Securities and Exchange Commission on September 10, 2008 as an exhibit to the Company’s Form 8-K (File No.

(7) Previously filed with the Securities and Exchange Commission on February 9, 2009 as an exhibit to the Company’s Form 8-K (File No.

(8) Previously filed with the Securities and Exchange Commission on October 6, 2009 as an exhibit to the Company’s Form 8-K (File No.

(9) Previously filed with the Securities and Exchange Commission on October 27, 2009 as an exhibit to the Company’s Form 8-K (File No.

(10) Previously filed with the Securities and Exchange Commission on September 21, 2009 as an exhibit to the Company’s Form 8-K (File No.

(11) Previously filed with the Securities and Exchange Commission on September 16, 2010 as an exhibit to the Company’s Form 8-K (File No.

(12) Previously filed with the Securities and Exchange Commission on April 24, 2012 as an exhibit to the Company’s Form 8-K (File No.

(13) Previously filed with the Securities and Exchange Commission on October 24, 2011 as an exhibit to the Company’s Form 8-K (File No.

(14) Previously filed with the Securities and Exchange Commission on September 14, 2012 as an exhibit to the Company’s Form 8-K (File No.

(15) Previously filed with the Securities and Exchange Commission on September 17, 2014 as an exhibit to the Company’s Form 8-K (File No.

(16) Previously filed with the Securities and Exchange Commission on March 3, 2023 as an exhibit to the Company’s Form 8-K (File No.

(17) Previously filed with the Securities and Exchange Commission on September 8, 2016 as an exhibit to the Company’s Form 8-K (File No.

(18) Previously filed with the Securities and Exchange Commission on September 28, 2016 as an exhibit to the Company’s Form 8-K (File No.

(19) Previously filed with the Securities and Exchange Commission on September 1, 2017 as an exhibit to the Company’s Form 8-K (File No.

(20) Previously filed with the Securities and Exchange Commission on October 2, 2017 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(21) Previously filed with the Securities and Exchange Commission on November 6, 2017 as an exhibit to the Company’s Form 8-K (File No.

(22) Previously filed with the Securities and Exchange Commission on November 16, 2017 as an exhibit to the Company’s Form 10-Q (File No.

(23) Previously filed with the Securities and Exchange Commission on January 2, 2018 as an exhibit to the Company’s Form 8-K (File No.

(24) Previously filed with the Securities and Exchange Commission on April 4, 2018 as an exhibit to the Company’s Form 8-K (File No.

(25) Previously filed with the Securities and Exchange Commission on December 7, 2018 as an exhibit to the Company’s Form 8-K (File No.

(26) Previously filed with the Securities and Exchange Commission on July 15, 2019 as an exhibit to the Company’s Form 8-K (File No.

(27) Previously filed with the Securities and Exchange Commission on August 26, 2019 as an exhibit to the Company’s Form 8-K (File No.

(28) Previously filed with the Securities and Exchange Commission on December 5, 2019 as an exhibit to the Company’s Form 8-K (File No.

(29) Previously filed with the Securities and Exchange Commission on December 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(30) Previously filed with the Securities and Exchange Commission on July 6, 2020 as an exhibit to the Company’s Form 10-K (File No.

(31) Previously filed with the Securities and Exchange Commission on December 30, 2020 as an exhibit to the Company’s Form 8-K (File No.

(32) Previously filed with the Securities and Exchange Commission on September 4, 2020 as an exhibit to the Company’s Form 8-K (File No.

(33) Previously filed with the Securities and Exchange Commission on October 26, 2020 as an exhibit to the Company’s Form 8-K (File No.

(34) Previously filed with the Securities and Exchange Commission on July 6, 2020 as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

(35) Previously filed with the Securities and Exchange Commission on August 10, 2021 as an exhibit to the Company’s Form 8-K (File No.

(36) Previously filed with the Securities and Exchange Commission on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(37) Previously filed with the Securities and Exchange Commission on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(38) Previously filed with the Securities and Exchange Commission on September 17, 2021 as an exhibit to the Company’s Form 8-K (File No.

(39) Previously filed with the Securities and Exchange Commission on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(40) Previously filed with the Securities and Exchange Commission on August 13, 2021 as an exhibit to the Company’s Form 8-K/A (File No.

(41) Previously filed with the Securities and Exchange Commission on July 30, 2021 as an exhibit to the Company’s Form 10-K (File No.

(42) Previously filed with the Securities and Exchange Commission on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(43) Previously filed with the Securities and Exchange Commission on February 14, 2023 as an exhibit to the Company’s Form 10-Q (File No.

(44) Previously filed with the Securities and Exchange Commission on October 19, 2022 as an exhibit to the Company’s Form 8-K (File No.

(45) Previously filed with the Securities and Exchange Commission on November 10, 2022 as an exhibit to the Company’s Form 8-K (File No.

(46) Previously filed with the Securities and Exchange Commission on April 7, 2023 as an exhibit to the Company’s Form 8-K (File No.

(47) Previously filed with the Securities and Exchange Commission on May 22, 2023 as an exhibit to the Company’s Form 8-K (File No.

(48) Previously filed with the Securities and Exchange Commission on June 15, 2023 as an exhibit to the Company’s form 8-K (File No.