What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 199 added, 153 removed, 435 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current Assets

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $ 406 and $ 307 , respectively

Accounts receivable, net allowance of credit losses of $ 445 and $ 307 , respectively

Content advances, net of allowance $ 4,575 and $ 4,818 , respectively

11 unchanged sentences

Current portion of operating lease liabilities

Deferred revenue

Other current liabilities

Total current liabilities

7 unchanged sentences

20 shares authorized;

7 shares issued and outstanding as of June 30 and March 31, 2025

7 shares issued and outstanding as of September 30 and March 31, 2025

Common Stock, $ 0.001 par value;

Class A Stock:

275,000,000 shares authorized as of June 30 and March 31, 2025;

17,940,445 and 16,487,947 shares issued, with 17,110,131 and 15,984,129 shares outstanding as of June 30 and March 31, 2025, respectively

275,000,000 shares authorized as of September 30 and March 31, 2025;

19,956,789 and 16,487,947 shares issued, with 19,126,475 and 15,984,129 shares outstanding as of September 30 and March 31, 2025, respectively

Additional paid-in capital

Treasury stock, at cost;

830,315 and 503,821 shares as of June 30 and March 31, 2025, respectively

830,315 and 503,819 shares as of September 30 and March 31, 2025, respectively

Accumulated deficit

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended

Three Months Ended September 30,

Six Months Ended

September 30,

Costs and expenses

4 unchanged sentences

Operating loss

Interest income (expense)

Interest (expense) income

Other (expense) income, net

6 unchanged sentences

Net loss per share attributable to common stock holders:

Basic and diluted

Weighted average shares of Common Stock outstanding:

2 unchanged sentences

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended

Three Months Ended September 30,

Six Months Ended

September 30,

Other comprehensive loss:

6 unchanged sentences

(In thousands)

Three Months Ended June 30,

Six Months Ended

September 30,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Change in provision for credit losses

Allowance for content advances

Amortization of debt issuance costs

Stock-based compensation

Interest (discount) expense for term loan

Non-cash interest (income) expense

Barter transactions

Capitalized content

Internally developed software capitalization

Interest expense for deferred consideration and earnouts

Changes in operating assets and liabilities:

2 unchanged sentences

Other current and long-term assets

Employee retention tax credit

Accounts payable, accrued expenses, and other liabilities

3 unchanged sentences

Expenditures for long-lived assets

Internally developed software capitalization

Sale of equity investment securities

3 unchanged sentences

Payments on line of credit

Proceeds from common stock warrant exercises

Withholding taxes paid on restricted stock units

Payment of deferred consideration

Withholding taxes paid on restricted stock unit grants

At-the-market issuance fees

Payment of earnout consideration

Proceeds from the issuance of a term loan, net of debt issuance costs

Cost to acquire treasury shares

Proceeds from the issuance of a term loan

Financing fees for line of credit

At-the-market issuance fees

Net cash provided by financing activities

7 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

September 30,

Cash interest paid

Lease liability related payments

Income taxes paid

Noncash investing and financing activities:

Issuance of Common Stock for settlement of deferred consideration

Earnout liability settled in stock

Bonus liability settled in stock

Receivable for Issuance of Common Stock for ATM, net of fees

Issuance of Common Stock for settlement of deferred consideration

Accrued dividends on preferred stock

16 unchanged sentences

Balances as of June 30, 2025

Foreign exchange translation

Stock-based compensation

Proceeds from common stock warrant exercises

Preferred stock dividends paid in Common Stock

Preferred stock dividends accrued

Issuance of Common Stock for ATM, net of fees

Balances as of September 30, 2025

See accompanying Notes to Condensed Consolidated Financial Statements

11 unchanged sentences

Issuance of common stock for acquiree consideration

Preferred stock dividends paid in Common Stock

Preferred stock dividends paid in stock

Preferred stock dividends accrued

Balances as of June 30, 2024

Foreign exchange translation

Stock-based compensation

Issuance of Class A common stock for earnout commitment

Treasury stock acquired

Preferred stock dividends paid in stock

Preferred stock dividends accrued

Balances as of September 30, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

CINEDIGM CORP.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

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

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

Over the past several years, Cineverse has transformed itself from being a digital cinema equipment and physical content distributor to a leading independent streaming company.

Cineverse is a streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated streaming channels with enthusiast fan bases;

8 unchanged sentences

Financial Condition and Liquidity

We have a history of net losses, and for the three months ended June 30, 2025, we had a net loss attributable to Common Stock holders in the amount of $ 3.6 million.

We have a history of net losses, and for the three and six months ended September 30, 2025 the company had a net loss attributable to Common Stockholders of $( 5.7 ) million and $ 9.3 million, respectively.

We may continue to generate net losses for the foreseeable future.

As of June 30, 2025, the Company has an accumulated deficit of $ 504.6 million and negative working capital of $( 0.3 ) million.

Net cash used in operating activities for the three months ended June 30, 2025 was $ 14.5 million which included $ 1.2 million of incremental investment in our content portfolio via advances or minimum guarantee payouts.

Subsequent to June 30, 2025, 1.9 million warrants were exercised for net proceeds of $ 5.8 million.

As of September 30, 2025, the Company has an accumulated deficit of $ 510.2 million and negative working capital of $( 1.3 ) million.

Net cash used in operating activities for the six months ended September 30, 2025 was $ 21.7 million which included $ 4.2 million of incremental investment in our content portfolio via advances or minimum guarantee payouts.

The Company is party to a Loan, Guaranty, and Security Agreement, as amended on April 8, 2025 , with East West Bank (the "Line of Credit Facility") providing for borrowings of up to $ 12.5 million and expandable to $ 15.0 million, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets.

The Line of Credit Facility bears interest at a rate equal to 1.25 % above the prime rate , equal to 8.75 % as of June 30, 2025.

The Line of Credit Facility matures on April 8, 2028 .

As of June 30, 2025, $ 3.6 million was outstanding on the Line of Credit Facility.

As of September 30, 2025, $ 6.6 million was outstanding on the Line of Credit Facility.

Under the Line of Credit Facility, the Company is subject to certain financial and non-financial covenants including terms which require the Company to maintain certain metrics and ratios, to maintain certain minimum cash on hand, and to report financial information to our lender on a periodic basis.

The Line of Credit Facility bears interest at a rate equal to 1.25 % above the prime rate , equal to 8.50 % as of September 30, 2025.

The Line of Credit Facility matures on April 8, 2028 .

Please see Note 7 - Debt, for further information regarding the Company's Line of Credit Facility.

3 unchanged sentences

333-273098) (the “Registration Statement”) filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”) on

CINEDIGM CORP.

Securities and Exchange Commission (the “SEC”) on June 30, 2023 and declared effective by the SEC on January 25, 2024, and other

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and declared effective by the SEC on January 25, 2024, and other customary closing conditions.

customary closing conditions.

The Company will pay the Sales Agents a commission of 3.0 % of the aggregate gross proceeds from each sale of shares and has agreed to provide the Sales Agents with customary indemnification and contribution rights.

The Company has also agreed to reimburse the Sales Agents for certain specified expenses.

The Company is not obligated to sell any shares under the 2024 Sales Agreement and did not sell any shares during the three months ended June 30, 2025.

The Company is not obligated to sell any shares under the ATM Sales Agreement.

Any sales of shares made under the ATM Sales Agreement will be made pursuant to the effective shelf registration statement, for an aggregate offering price of up to $ 30 million.

During the three and six months ended September 30, 2025 , the Company sold 50 thousand shares for $ 250 thousand in net proceeds, after deduction of commissions and fees.

The Company will continue to invest in content development and acquisitions, from which it believes it will obtain an appropriate return on its investment.

As of June 30 and March 31, 2025, short-term content advances were $ 5.2 million and $ 6.7 million, respectively, and content advances, net of current portion, were $ 5.9 million and $ 4.1 million, respectively.

As of September 30, 2025 and March 31, 2025, short-term content advances were $ 5.4 million and $ 6.7 million, respectively, and content advances, net of current portion, were $ 7.9 million and $ 4.1 million, respectively.

Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs.

We believe our cash and cash equivalents and availability under our Line of Credit Facility as of June 30, 2025 will be sufficient to support our operations for at least twelve months from the filing of this report.

Management's plans with respect to the Company's recurring net losses and net operating cash outflows also include but are not limited to our effort in increasing revenue from existing services as well as offering new services, which may result in additional income from operations.

Should management be unsuccessful in executing these plans, additional capital resources will be necessary.

There can be no assurance that resources under our Line of Credit Facility or from additional debt or equity resources will be available on acceptable terms, if at all.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

13 unchanged sentences

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes.

Significant items subject to such estimates and assumptions include revenue recognition, allowance for credit losses, returns and recovery reserves, goodwill and intangible asset impairments, share-based compensation expense, valuation allowance for deferred income taxes and amortization of intangible assets.

Significant items subject to such estimates and assumptions include revenue recognition, allowance for credit losses, content advances, returns and recovery reserves, goodwill and intangible asset impairments, share-based compensation expense, valuation allowance for deferred income taxes and amortization of intangible assets.

The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances.

On a regular basis, the Company evaluates these

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

judgments and estimates.

On a regular basis, the Company evaluates these judgments and estimates.

Actual results may differ from these estimates.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 .

Segment Reporting

The Company manages its op erations and its business in one reporting segment.

Reclassifications

20 unchanged sentences

For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs.

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization lives of intangible assets are as follows:

5 unchanged sentences

Supplier Agreements

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s intangible assets included the following (in thousands):

As of June 30, 2025

As of September 30, 2025

Content Library

4 unchanged sentences

Total Intangible Assets

During the three months ended June 30, 2025 and 2024, the Company had amortization expen se of $ 1.0 million and $ 0.7 mi llion, respectively, related to intangible assets.

As of March 31, 2025

5 unchanged sentences

Total Intangible Assets

As of June 30, 2025, amortization expense is expected to be (in thousands):

The Company had amortization expense of $ 1.0 million and $ 2.0 million for the three and six months ended September 30, 2025, respectively, and $ 0.8 million and $ 1.5 million for the three and six months ended September 30, 2024 , respectively.

As of September 30, 2025, amortization expense is expected to be (in thousands):

In-process intangible assets

1 unchanged sentence

Capitalized Content

The Company capitalizes direct costs incurred in the production of content from which it expects to generate a return over the anticipated useful life and the Company’s predominant monetization strategy informs the method of

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

amortizing these deferred costs.

The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment.

The costs are capitalized to the Capitalized Content costs within Intangible Assets and are amortized as a group within Depreciation and Amortization within the Condensed Consolidated Statements of Operations.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-lived and Finite-lived Intangible Assets

5 unchanged sentences

Fair value is determined by computing the expected future discounted cash flows.

There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three months ended June 30, 2025 and 2024 .

There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three and six months ended September 30, 2025 and 2024 .

Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business.

3 unchanged sentences

The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test.

The Company annually assesses goodwill for potential impairment during its fourth fiscal quarter, or sooner if events occur or circumstances would indicate it would be more likely than not that fair value would be reduced below its carrying amount.

No goodwill impairment charge was recorded in the three months ended June 30, 2025 and 2024 .

The Company annually assesses goodwill for potential impairment during its fiscal fourth quarter, or sooner if events occur or circumstances indicate it would be more likely than not that fair value would be reduced below its carrying amount.

No goodwill impairment charge was recorded during the three and six months ended September 30, 2025 and 2024 .

Fair Value Measurements

3 unchanged sentences

• Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

There were no assets and liabilities carried at fair value as of June 30, 2025.

There were no assets and liabilities carried at fair value as of September 30, 2025 .

Content Advances

Content advances represent amounts prepaid to studios or content producers for which we provide content distribution services.

We evaluate advances regularly for recoverability and record a provision for amounts that we

CINEDIGM CORP.

We evaluate advances regularly for recoverability and record a provision for amounts that we expect may not be recoverable.

Amounts which are expected to be recovered in more than 12 months are classified as long term and presented within content advances, net of current portion, which were $ 7.9 million and $ 4.1 million as of September 30, 2025 and March 31, 2025 respectively.

For the three and six months ended September 30, 2025, the Company recognized a reduction in our reserve for the recovery of advances in the amount of $ 115 thousand and $ 243 thousand , respectively.

For the three and six months ended September 30, 2024 , the Company recognized a reduction in its reserve for the recovery of advances in the amount of $ 27 thousand and $ 30 thousand, respectively.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

expect may not be recoverable.

Amounts which are expected to be recovered in more than 12 months are classified as long term and presented within content advances, net of current portion, which were $ 5.9 million and $ 4.1 million as of June 30, 2025, and 2024 respectively.

For the three months ended June 30, 2025 and 2024, the Company recognized a reduction in our reserve for the recovery of advances in th e amount of $ 128 thousand and $ 57 thousand, respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

Accounts payable

September 30,

Amounts due to producers

Accounts payable

Accrued compensation and benefits

7 unchanged sentences

The final deferred consideration payment of $ 2.4 million was made on April 1, 2025 through the issuance of 677 thousand shares of Common Stock.

The deferred consideration related to the FTV acquisition was $ 464 thousand as of June 30, 2025 which was paid in cash in July 2025.

The final deferred consideration paym ent of $ 559 thousand related to the FTV acquisition was paid in cash during the six months ended September 30, 2025.

Revenue Recognition

2 unchanged sentences

The following tables present the Company’s disaggregated revenue by source (in thousands):

For the Three Months Ended

Three Months Ended September 30,

Six Months Ended

September 30,

Streaming and digital

Podcast and other

Base distribution

Podcast and other

Other non-recurring

3 unchanged sentences

Podcast and other revenue primarily relate to the Company's Bloody Disgusting Podcast Network.

As the Company satisfies

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

its performance obligations from these revenue sources, whether relating to the delivery of digital content, physical goods, or licensing, revenue is generally measured at a point in time.

As the Company satisfies its performance obligations from these revenue sources, whether relating to the delivery of digital content, physical goods, or licensing, revenue is generally measured at a point in time.

The Company follows the five-step model established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from contracts with customers ("ASC 606") when preparing its assessment of revenue recognition.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Principal Agent Considerations

13 unchanged sentences

If actual future returns and allowances differ from past experience, adjustments to our allowances may be required.

A summary of the movements of our allowances for credit losses for the three months ended June 30, 2025 (in thousands):

A summary of the movements of our allowances for credit losses as of September 30, 2025 (in thousands):

Allowance for credit losses as of March 31, 2025

1 unchanged sentence

Allowance for credit losses as of June 30, 2025

Increase in estimated provision

Allowance for credit losses as of September 30, 2025

Contract Liabilities

1 unchanged sentence

Amounts recorded as contract liabilities are generally not long-term in nature.

The ending deferred revenue balance, including current and non-current balances as of June 30 and March 31, 2025, was $ 0.1 million and $ 0.2 million, resp ectively.

The ending deferred revenue balance, including current and non-current balances as of September 30, 2025, and March 31, 2025, was $ 49 thousand and $ 183 thousand , respectively.

In each period, the additions to our deferred revenue balance are due to cash payments received or due in advance of satisfying performance obligations, while the reductions are due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Participations and Royalties Payable

2 unchanged sentences

We identify and record as a reduction to the liability any expenses that are to be reimbursed to us by such studios or content producers.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Concentrations

For the three months ended June 30, 2025 and 2024 , one customer represented 27 % and 39 % of consolidated revenue, respectively.

As of June 30, 2025, two customers represented 21 % and 12 % of consolidated accounts receivable, respectively.

For the three and six months ended September 30, 2025 , the single largest customer represented 23 % and 27 % of consolidated revenue, respectively.

For the three and six months ended September 30, 2024 , single largest customer represented 29 % and 32 % of consolidated revenue, respectively.

Direct Operating Expenses

16 unchanged sentences

The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged.

If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

settlement with the taxing authority is recorded.

The Company had no uncertain tax positions as of June 30, 2025 and March 31, 2025.

If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded.

The Company had no uncertain tax positions as of September 30, 2025 and March 31, 2025.

Recently Issued Accounting Pronouncements

3 unchanged sentences

(Topic 740) " On an annual basis, this update requires the disclosure of specific tax categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold.

The Company is adopting this update for its December 31, 2025 year end disclosure.

The Company is adopting this update for our fiscal year end disclosure.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures (Topic 220)" , requiring all public business entities to provide additional disclosure of the nature of expenses include in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted.

We are currently evaluating the impact on our financial statement disclosures.

The Company is currently evaluating the impact on our financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326)" aiming to simplify the estimation of credit losses on accounts receivable and contract assets arising from transactions accounted for under ASC 606, “Revenue from Contracts with Customers,” by providing companies an option to assume that the conditions as of the balance sheet date will remain unchanged for the remaining life of these assets while estimating expected credit losses.

The standard is effective for all entities for annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06 "Intangibles:

Goodwill and Other Internal-Use Software - Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)" to modernize the accounting for software costs under, Intangible:

Goodwill and Other Internal-Use Software (referred to as “internal-use software”).

Upon adoption, we will be required to account for internal-use software under the updated capitalization criteria.

The standard is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing adoption timing and the method of adoption.

SEGMENT INFORMATION

11 unchanged sentences

This approach ensures that the Company’s financial reporting reflects the way management monitors expenses and overall financial performance.

The following table presents financial information with respect to the Company’s single operating segment:

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For Three Months Ended,

T he following table presents financial information with respect to the Company’s single operating segment:

Three Months Ended September 30,

Six Months Ended

September 30,

Royalty expense

8 unchanged sentences

Operating loss

Interest income (expense)

Interest (expense) income

Other (expense) income, net

1 unchanged sentence

Income tax expense

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OTHER INTERESTS

4 unchanged sentences

ASC 810 requires the consolidation of VIEs by an entity that has a controlling financial interest in the VIE which entity is thereby defined as the primary beneficiary of the VIE.

As of June 30 and March 31, 2025 , our maximum exposure to loss, as it relates to the non-consolidated CDF2 Holdings entity, represents accounts receivable for service fees under a master service agreement with CDF2 Holdings.

Such accounts receivable was $ 0 as of June 30 and March 31, 2025 included in accounts receivable, net on the accompanying Condensed Consolidated Balance Sheets.

The accompanying Condensed Consolidated Statements of Operations includes digital cinema servicing revenue from CDF2 Holdings in the amount of $ 0 for the three months ended June 30, 2025 and 2024.

Total Stockholders’ Deficit of CDF2 Holdings as of June 30 and March 31, 2025 was $ 59.2 million.

We have no obligation to fund the operating loss or the stockholders’ deficit beyond our initial investment of $ 2.0 million and, accordingly, our investment in CDF2 Holdings as of June 30 and March 31, 2025 is carried at $ 0 .

As of September 30, 2025 and March 31, 2025 , our maximum exposure to loss, as it relates to the non-consolidated CDF2 Holdings entity, represents accounts receivable for service fees under a master service agreement with CDF2 Holdings.

Such accounts receivable was $ 0 as of September 30, 2025 and March 31, 2025 included in accounts receivable, net on the accompanying Condensed Consolidated Balance Sheets.

The accompanying Condensed Consolidated Statements of Operations includes digital cinema servicing revenue from CDF2 Holdings in the amount of $ 0 for the three and six months ended September 30, 2025 and 2024.

Total Stockholders’ Deficit of CDF2 Holdings as of September 30, 2025 and March 31, 2025 was $ 59.2 million.

We own an 85 % interest in CON TV, LLC ("CONtv"), a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets.

CONtv is consolidated in our consolidated financial statements with the 15 % minority interest presented as a non-controlling interest.

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 15, 2022, the Company entered into a stock purchase agreement with Roundtable Entertainment Holdings, Inc.

5 unchanged sentences

Our President and Chief Strategy Officer is on the Roundtable Board of Directors.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY

As of June 30 and March 31, 2025 , the number of shares of Common Stock authorized for issuance was 275 million shares.

During the three months ended June 30, 2025, the Company issue d 1.1 million shares of Common Stock.

This was comprised of 27 thousand shares for preferred stock dividends, 677 thousand shares issued for acquisition deferred consideration and 422 thousand shares, net of treasury shares, issued in connection with the issuance of employee equity awards.

During the three months ended June 30, 2024, the Company issued 93 thousand shares of Common Stock.

comprised of 64 thousand shares for preferred stock dividends and 29 thousand shares for payment of compensation

to former owners of an acquired entity.

As of September 30, 2025 and March 31, 2025 , the number of shares of Common Stock authorized for issuance was 275 million shares.

During the three months ended September 30, 2025 , the Company issued 2.0 million shares of Common Stock.

This was comprised of 1.9 million shares of common stock issued in connection with employee equity awards, paid preferred stock dividends through the issuance of 19 thousand common shares and issued 50 thousand shares in connection with ATM raises.

During the six months ended September 30, 2025 , the Company issued 3.1 million shares of Common Stock.

This was comprised of 2.4 million shares, net of treasury shares, issued in connection with employee equity awards and 46 thousand shares for preferred stock dividends.

In addition to the above, the Company also issued 677 thousand shares for acquiree deferred consideration.

During the three months ended September 30, 2024, the Company issued 208 thousand shares of Common Stock.

This was comprised of 100 thousand shares for preferred stock dividends and 108 thousand shares for payment of an

earnout commitment to former owners of an acquired entity.

In addition, the Company purchased 31 thousand shares as part of its share repurchase program.

During the six months ended September 30, 2024 and in addition to the activities cited above, the Company also

purchased 184 thousand shares as part of the share repurchase program, paid preferred stock dividends through the

issuance of 64 thousand common shares and issued 29 thousand shares for acquiree consideration.

Common Stock Warrants

As of June 30 and March 31, 2025, the number of warrants exercisable for shares of Common Stock was 2.7 million.

Subsequent to June 30, 2025, 1.9 million warrants were exercised for net proceeds of $ 5.8 million.

As of September 30, 2025 and March 31, 2025 , the number of warrants exercisable for shares of Common Stock was 0.7 million and 2.7 million, respectively.

During the three and six months ended September 30, 2025 , 1.9 million warrants were exercised for net proceeds of $ 5.8 million.

Preferred Stock

Cumulative dividends in arrears on Series A Preferred Stock were $ 89 th ousand and $ 89 thousand as of June 30, 2025 and 2024, respectively.

During the three months ended June 30, 2025 and 2024 , the Company paid preferred stock dividends in arrears of $ 89 thousand and $ 89 thousand in the form of shares of Common Stock, respectively.

Cumulative dividends in arrears on Series A Preferred Stock were $ 89 th ousand and $ 89 thousand as of September 30, 2025 and 2024, respectively.

During the three and six months ended September 30, 2025 and 2024, the Company paid preferred stock dividends in arrears of $ 89 thousand and $ 89 thousand in the form of shares of Common Stock, respectively.

The Company has the right to pay preferred stock dividends in cash or stock, at the Company's discretion.

Treasury Stock

We have treasury stock of 830 thousand and 504 thousand shares of Common Stock as of June 30 and March 31, 2025, respectively.

During the three months ended June 30, 2025 , the Company retained 326 thousand shares of common stock as treasury stock related to the payment of employee taxes for restricted stock awards issued to employees.

We have treasury stock of 830 thousand and 504 thousand shares of Common Stock as of September 30, 2025 and March 31, 2025, respectively.

During the six months ended September 30, 2025 , the Company retained 326 thousand shares of common stock as treasury stock related to the payment of employee taxes for restricted stock awards issued to employees.

Equity Incentive Plans

Stock Based Compensation Awards

The Company has issued awards under two plans, the 2000 Equity Incentive Plan (the “2000 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan").

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Awards issued under our 2000 Plan were permitted to be issued to employees, outside directors or consultants in any of the following forms (or a combination thereof) (i) stock option awards;

(iii) stock or restricted stock or restricted stock units;

or (iv) performance awards.

The 2000 Plan provided for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of Common Stock on the date of grant.

ISOs granted to shareholders having more than 10 % of the total combined voting power of the Company must have exercise prices of at least 110 % of the fair market value of Common Stock on the date of grant.

ISOs and non-statutory stock options granted under the 2000 Plan were subject to vesting provisions, and exercise is subject to the continuous service of the participant.

The exercise prices and vesting periods (if any) for non-statutory options were set at the discretion of our compensation committee.

On November 1, 2017, upon the consummation of the initial equity investment in Cineverse by Bison Entertainment Investment Limited, as a result of which there was a change of control of the Company, all stock options (incentive and non-statutory) and shares of restricted stock were vested immediately and the options became fully exercisable.

The Company has issued awards under the 2017 Equity Incentive Plan (the “2017 Plan").

In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan).

1 unchanged sentence

The 2017 Plan provides for the issuance of up to 2,055 thousand shares of Common Stock as of December 8, 2023, in the form of various awards, including stock options, SARs, stock, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance awards and cash awards.

During the three months ended June 30, 2025, 5,000 SARs were forfeited.

During the three months ended June 30, 2025, the Company issued 522 thousand RSUs to certain employees.

During the three and six months ended September 30, 2025 , 5,000 SARs were forfeited.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended September 30, 2025 , the Company issued 522 thousand RSUs to certain employees.

The issued RSUs vest over a 3 -year period and had a fair value of $ 1.5 million, or $ 2.87 per RSU.

During the three months ended June 30, 2025, 60 thousand RSAs and 60 thousand RSUs were forfeited, and 374 thousand RSAs and 374 thousand RSUs were vested and 748 thousand shares of Common Stock were issued.

During the six months ended September 30, 2025 , approximately 42 thousand RSAs and 42 thousand RSUs were forfeited, and 374 thousand RSAs and 374 thousand RSUs vested during the period.

A total of 748 thousand shares of Common Stock were issued in connection with employee equity award activity.

To facilitate the payment of employee payroll taxes related to this vesting event, 326 thousand shares of Common Stock were deducted from the shares distributed to employees.

The 326 thousand shares of Common Stock were retained by the Company as Treasury stock and the employee payroll taxes were paid with cash on hand.

For both the three months ended June 30, 2025 and 2024, the Company incurred stock-based compensation expenses of $ 0.4 million, of which $ 0.1 million related to Board of Director compensation.

Share-based compensation expense is reported within Selling, General and Administrative expenses.

For the three and six months ended September 30, 2025, the Company incurred stock-based compensation expense

of $ 494 thousand and $ 912 thousand , respectively, of which $ 83 thousand and $ 165 thousand were related to Board of Director compensation.

Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations.

For the three and six months ended September 30, 2024, the Company incurred stock-based compensation expense

of $ 503 thousand and $ 973 thousand, respectively, of which $ 83 thousand and $ 165 thousand were related to Board of Director compensation.

Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations.

Earnings per Share

6 unchanged sentences

weighted average number of common and common equivalent shares outstanding:

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended

Three Months Ended September 30,

Six Months Ended

September 30,

Numerator (in thousands) :

Net loss attributable to Common Stock holders

Weighted average shares of Common Stock - basic

Weighted average shares of Common Stock - basic and diluted

Earnings per share:

Basic and Diluted

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following common equivalent shares outstanding at period-end have been excluded from the computation of earnings per share, as their inclusion would have been anti-dilutive:

For the Three Months Ended

Three and Six Months Ended

September 30,

Options to purchase common stock

Stock appreciation rights

Warrants to purchase common stock

Restricted stock units and awards

Warrants to purchase common stock

L ine of Credit Facility

The Line of Credit Facility bears interest at a rate equal to 1.25 % above the prime rate , equal to 8.75 % as of June 30, 2025.

The Line of Credit Facility matures on April 8, 2028 .

Under the Line of Credit Facility, the Company is subject to certain financial and non-financial covenants which require the Company to maintain certain metrics and ratios, maintain certain minimum cash on hand and to report financial information to our lender on a periodic basis.

As of June 30, 2025, $ 3.6 million was outstanding on the Line of Credit Facility and there are unamortized issuance costs of $ 168 thousand included in other long-term assets on our Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2025 and 2024, the Company had interest expense, including cash interest and amortization, of $ 0.1 million and $ 0.2 million related to its Line of C redit Facility, respectively.

As of September 30, 2025, $ 6.6 million was outstanding on the Line of Credit Facility and there are unamortized issuance costs of $ 173 thousand included in other long-term assets on our Condensed Consolidated Balance Sheets.

During the three and six months ended September 30, 2025, the Company had interest expense, including cash interes t and amortization, of $ 0.1 million and $ 0.2 million related to its Line of C redit Facility, respectively.

During the three and six months ended September 30, 2024, the Company had interest expense, including cash interest and amortization, of $ 0.2 million and $ 0.3 million related to its Line of C redit Facility, respectively.

On April 5, 2024, Cineverse Terrifier LLC ("T3 Borrower"), a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement with BondIt LLC ("T3 Lender") and the Company, as guarantor (the "T3 Loan Agreement").

4 unchanged sentences

The T3 Borrower may prepay the obligations under the T3 Loan, in full or in part, without penalty or premium.

The proceeds under the T3

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loan Agreement were used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”).

The proceeds under the T3 Loan Agreement were used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”).

The T3 Loan Agreement contains customary covenants, representation and warranties and events of default.

2 unchanged sentences

The $ 3.666 million principal of the T3 Loan was paid during the three months ended December 31, 2024.

During the three months ended March 31, 2025, the Company paid the T3 Lender $ 1.431 million of Participation Interest.

Subsequent to June 30, 2025, the Company negotiated a reduction to the accrued Participation Interest of $ 375 thousand and made a final payment of $ 944 thousand to the T3 Lender.

The $ 375 thousand reduction to Participation Interest was recorded as a reduction to interest expense in our Condensed Consolidated Statement of Operations for the three months e nded June 30, 2025.

During the three and six months ended September 30, 2025 , the Company negotiated a reduction to the accrued Participation Interest of $ 375 thousand and made a final payment of $ 944 thousand to the T3 Lender.

The $ 375 thousand reduction to Participation Interest was recorded as a reduction to interest expense in our Condensed Consolidated Statement of Operations for the six months ended September 30, 2025 .

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

Cineverse is a virtual company that operates without domestic operating leases.

Cineverse operates in a remote environment without domestic operating leases.

The Company previously maintained one domestic operating lease acquired through the acquisition of Digital Media Rights ("DMR"), which was subleased to a third-party.

The Company was not relieved of its original lease obligation and therefore recognized both a lease liability and right-of-use asset as part of the arrangement through the end of the lease term in January 2025 .

In addition, the Company has two operating leases related to its Cineverse India operations, with expiration dates in July 2027 .

Expenses related to these leases were $ 49 thousand and $ 115 thousand during the three months ended June 30, 2025 and 2024, respectively.

The Company recognized $ 0 thousand and $ 45 thousand of income related to its subleasing arrangement for the three months ended June 30, 2025 and 2024, respectively.

In addition, the Company has three operating leases related to its Cineverse India operations, with expiration dates in July 2027 .

Expenses related to these leases were $ 74 thousand and $ 123 thousand during the three and six months ended September 30, 2025 , respectively, and $ 117 thousand and $ 233 thousand during the three and six months ended September 30, 2024, respectively.

The Company did not have any sublease arrangements during the three and six months ended September 30, 2025 , and accordingly did no t recognize any sublease income.

The Company recognized $ 46 thousand and $ 92 thousand of income related to its subleasing arrangement during the three and six months ended September 30, 2024, respectively.

The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands):

Classification on the Balance Sheet

September 30,

Other long-term assets

1 unchanged sentence

Operating leases liabilities, net of current

CINEDIGM CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands):

5 unchanged sentences

For leases which have a term of twelve months or less and do not contain an option to extend which the Company is reasonably certain to extend the term, the Company has elected to not apply the recognition provisions of FASB ASC Topic 842, Leases ("ASC 842") and recognizes these expenses on a straight-line basis over the term of the agreement.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We calculate income tax expense based upon an annual effective tax rate forecast, which includes estimates and assumptions.

We recognized income tax expense of $ 14 thousand and $ 7 thousand for the three months ended June 30, 2025 and 2024, respectively.

We recognized income tax expense of $ 20 thousand and $ 34 thousand for the three and six months ended September 30, 2025, respectively.

We recognized income tax expense of $ 6 thousand and $ 13 thousand for the three and six months ended September 30, 2024, respectively.

Our income tax expense is attributable to taxable income earned in India relating to transfer pricing as well as state income taxes in the U.S.

We have recorded income tax expense of $ 14 thousand related to U.S.

We have recorded income tax expense of $ 34 thousand for the six months ended September 30, 2025 related to U.S.

state and foreign income taxes.

1 unchanged sentence

deferred tax assets because we continue to provide a valuation allowance for all our U.S.

net deferred tax assets as of June 30, 2025 as it is more likely than not that the assets will not be recovered based on an insufficient history of earnings.

Our effective tax rate for the three months ended June 30, 2025 and 2024 was ( 0.4 )% and ( 0.3 )%, respectively.

net deferred tax assets as of September 30, 2025 as it is more likely than not that the assets will not be recovered based on an insufficient history of earnings.

Our effective tax rate for the three and six months ended September 30, 2025 was ( 0.5 )% and ( 0.5 )%, respectively.

Our effective tax rate for the three and six months ended September 30, 2024 was ( 0.5 )% and ( 0.3 )%, respectively.

On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”;

119-21) into law.

The Act introduces significant changes to the Internal Revenue Code, several of which are expected to affect the Company’s future effective tax rate.

The Act introduces significant changes to the Internal Revenue Code.

The company evaluated the Act and concluded it will not have a material impact on its condensed consolidated financial statements.

OBBBA retains the 21 % federal corporate income tax rate, restores and makes permanent the 100 % bonus depreciation for “qualified property” acquired on or after January 20, 2025, and permits immediate expensing of domestic research and experimental costs.

Because enactment occurred after June 30, 2025, the provisions are treated as a non-recognized subsequent event under ASC 740-10-45-15.

No measurement adjustments have been recorded in our Condensed Consolidated Financial Statements.

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

What changed 10-Q

Item 1. Financial Statements