What changed in this filing

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Item 1. Financial Statements

2026-02-17 compared with 2025-11-14 · 204 added, 148 removed, 486 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current Assets

1 unchanged sentence

Accounts receivable, net allowance of credit losses of $ 504 and $ 307 , respectively

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

Content advances, net allowance of $ 4,525 and $ 4,818 , respectively

Other current assets

15 unchanged sentences

Total Liabilities

Commitments and contingencies (see Note 8)

Commitments and contingencie s (see Note 8)

Stockholders’ Equity

2 unchanged sentences

20 shares authorized;

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

7 shares issued and outstanding as of December 31 and March 31, 2025

Common Stock, $ 0.001 par value;

Class A Stock:

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

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

20,258,013 and 16,487,947 shares issued, with 19,427,699 and 15,984,129 shares outstanding as of December 31 and March 31, 2025, respectively

Additional paid-in capital

Treasury stock, at cost;

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

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

Accumulated deficit

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30,

Six Months Ended

September 30,

Three Months Ended December 31,

Nine Months Ended

Costs and expenses

3 unchanged sentences

Total operating expenses

Operating loss

Interest (expense) income

Operating (loss) income

Interest expense

Other (expense) income, net

Net loss before income taxes

Net (loss) income before income taxes

Income tax expense

Net (loss) income

Net income attributable to noncontrolling interest

Net loss attributable to controlling interests

Net (loss) income attributable to controlling interests

Preferred stock dividends

Net loss attributable to common stock holders

Net loss per share attributable to common stock holders:

Basic and diluted

Net (loss) income attributable to common stock holders

Net (loss) income per share attributable to common stock holders:

Weighted average shares of Common Stock outstanding:

Basic and diluted

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

Three Months Ended September 30,

Six Months Ended

September 30,

Three Months Ended December 31,

Nine Months Ended

Net (loss) income

Other comprehensive loss:

1 unchanged sentence

Net income attributable to noncontrolling interest

Comprehensive loss

Comprehensive (loss) income

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Six Months Ended

September 30,

Nine Months Ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

11 unchanged sentences

Deferred revenue

Net cash used in operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

9 unchanged sentences

Payment of deferred consideration

Proceeds from Issuance of Common Stock from ATM, net of fees

Payment of earnout consideration

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

Repayment of term loan

Cost to acquire treasury shares

1 unchanged sentence

At-the-market issuance fees

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

6 unchanged sentences

(In thousands)

Six Months Ended

September 30,

Nine Months Ended

Cash interest paid

3 unchanged sentences

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

24 unchanged sentences

Balances as of September 30, 2025

Foreign exchange translation

Stock-based compensation

Preferred stock dividends paid in Common Stock

Preferred stock dividends accrued

Issuance of Common Stock for ATM, net of fees

Issuance of common stock for Board of Directors compensation

Balances as of December 31, 2025

See accompanying Notes to Condensed Consolidated Financial Statements

13 unchanged sentences

Preferred stock dividends accrued

Net loss (income)

Balances as of June 30, 2024

5 unchanged sentences

Preferred stock dividends accrued

Net loss (income)

Balances as of September 30, 2024

Foreign exchange translation

Stock-based compensation

Issuance of common stock for Board of Directors compensation

Preferred stock dividends paid in stock

Preferred stock dividends accrued

Exercise of common stock warrant

Balances as of December 31, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

17 unchanged sentences

Financial Condition and Liquidity

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 have a history of net losses, and for the three and nine months ended December 31, 2025 the Company had a net loss attributable to Common Stockholders of $( 1.0 ) million and $( 10.3 ) million, respectively.

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

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.

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

As of December 31, 2025, the Company has an accumulated deficit of $( 511.2 ) million and negative working capital of $( 1.4 ) million.

Net cash used in operating activities for the nine months ended December 31, 2025 was $ 23.3 million and included $ 7.9 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 guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets.

The facility includes provisions that allow for an increase in total borrowing capacity up to $ 15.0 million, subject to lender approval.

As of December 31, 2025, $ 8.3 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 bears interest at a rate equal to 1.25 % above the prime rate , equal to 8.0 % as of December 31, 2025.

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

4 unchanged sentences

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

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

Securities and

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

customary closing conditions.

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

The Company is not obligated to sell any shares under the ATM (“At-the-Market”) 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.

During the three and nine months ended December 31, 2025 , the Company sold 178 thousand and 228 thousand shares for net proceeds of $ 386 thousand and $ 636 thousand, respectively, 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 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.

As of December 31, 2025 and March 31, 2025, short-term content advances were $ 7.9 million and $ 6.7 million, respectively, and content advances, net of current portion, were $ 9.2 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.

20 unchanged sentences

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

Actual results may differ from these estimates.

Actual results may differ from

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

these estimates.

Accounting Policies

32 unchanged sentences

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

As of September 30, 2025

As of December 31, 2025

Content library

11 unchanged sentences

Total intangible assets

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):

The Company had amortization expense of $ 1.1 million and $ 3.1 million for the three and nine months ended December 31, 2025, respectively, and $ 0.8 million and $ 2.3 million for the three and nine months ended December 31, 2024 , respectively.

As of December 31, 2025, amortization expense is expected to be (in thousands):

In-process intangible assets

4 unchanged sentences

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

2 unchanged sentences

If the total of expected future undiscounted net cash flows is less than the total carrying value of the asset, the asset is deemed not to be recoverable and possibly impaired.

We then estimate the fair value of the asset to determine whether an impairment loss should be recognized.

We then estimate the fair value of the asset to determine whether an impairment loss should

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

be recognized.

An impairment loss will be recognized if the asset’s fair value is determined to be less than its carrying value.

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 and six months ended September 30, 2025 and 2024 .

There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three and nine months ended December 31, 2025 and 2024 .

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

4 unchanged sentences

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 .

No goodwill impairment charge was recorded during the three and nine months ended December 31, 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 September 30, 2025 .

There were no assets and liabilities carried at fair value as of December 31, 2025 .

Content Advances

1 unchanged sentence

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.

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 $ 9.2 million and $ 4.1 million as of December 31, 2025 and March 31, 2025 respectively.

For the three and nine months ended December 31, 2025, the Company recognized a reduction in our reserve for the recovery of advances in the amount of $ 50 thousand and $ 293 thousand , respectively.

For the three and nine months ended December 31, 2024, t he Company recognized a reduction in its reserve for the recovery of advances in the amount of $ 67 thousand and $ 37 thousand, respectively.

Cineverse Corp.

2 unchanged sentences

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

September 30,

Amounts due to producers

9 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 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.

The final deferred consideration paym ent of $ 559 thousand related to the FTV acquisition was paid in cash during the nine months ended December 31, 2025 .

Revenue Recognition

2 unchanged sentences

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

Three Months Ended September 30,

Six Months Ended

September 30,

Three Months Ended December 31,

Nine Months Ended

Streaming and digital

4 unchanged sentences

The Company's Streaming and digital revenue pertains to its OTT business, including the licensing, service, advertising, and subscription revenue related to the Company's streaming business and partnerships.

Base distribution revenue relates to non-streaming revenue, including Theatrical revenue and the sale of DVDs.

Base distribution revenue relates to non-streaming revenue, including Theatrical revenue, license fees and the sale of DVDs and Blu-ray Discs.

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

15 unchanged sentences

We review the composition of accounts receivable and analyze historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

W e recognize accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that we recognize revenue from a sale.

We recognize accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that we recognize revenue from a sale.

Reserves for product returns and other allowances are variable consideration as part of the transaction price.

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 as of September 30, 2025 (in thousands):

A summary of the movements of our allowances for credit losses as of December 31, 2025 (in thousands):

Allowance for credit losses as of March 31, 2025

3 unchanged sentences

Allowance for credit losses as of September 30, 2025

Increase in estimated provision

Allowance for credit losses as of December 31, 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 September 30, 2025, and March 31, 2025, was $ 49 thousand and $ 183 thousand , respectively.

The ending deferred revenue balance, including current and non-current balances as of December 31, 2025 and March 31, 2025, was $ 8 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.

Cineverse 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 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.

For the three and nine months ended December 31, 2025 , a single customer represented 23 % and 26 % of revenues, respectively.

For the three and nine months ended December 31, 2024 , a single customer represented 56 % and 37 % of revenues, respectively.

Direct Operating Expenses

1 unchanged sentence

Stock-based Compensation

The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units and awards, stock appreciation rights ("SARs") and performance stock units ("PSUs").

The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights ("SARs") and performance stock units ("PSUs").

The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”).

13 unchanged sentences

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.

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

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recently Issued Accounting Pronouncements

The Company evaluates all Accounting Standard Updates ("ASUs") issued but not yet effective by Financial Accounting Standards Board (“FASB”) for consideration of their applicability.

The Company evaluates all Accounting Standard Updates ("ASUs") issued but not yet effective by FASB for consideration of their applicability.

ASU's not included in the Company's disclosures were assessed and determined to be not applicable and material to the Company's consolidated financial statements or disclosures.

2 unchanged sentences

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.

9 unchanged sentences

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

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT INFORMATION

The Company operates as a single reportable segment.

The Company’s CODM, its Chief Executive Officer , reviews financial information on a consolidated basis to make operating decisions, assess financial performance, and allocate resources.

The Company’s Chief Operating Decision Maker ("CODM"), its Chief Executive Officer , reviews financial information on a consolidated basis to make operating decisions, assess financial performance, and allocate resources.

In evaluating performance, the CODM primarily assesses operating income (loss) and net income (loss), as reported within the Condensed Consolidated Statements of Operations and regularly reviews certain significant expense categories, including royalty expense;

9 unchanged sentences

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,

Three Months Ended December 31,

Nine Months Ended

Royalty expense

7 unchanged sentences

Total operating expenses

Operating loss

Interest (expense) income

Operating (loss) income

Interest expense

Other (expense) income, net

Net loss before income taxes

Net (loss) income before income taxes

Income tax expense

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Net (loss) income

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 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 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 September 30, 2025 and March 31, 2025 is carried at $ 0 .

As of December 31, 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 December 31, 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 nine months ended December 31, 2025 and 2024.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Total Stockholders’ Deficit of CDF2 Holdings as of December 31, 2025 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 December 31, 2025 and March 31, 2025 is carried at $ 0 .

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.

7 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 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.

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

During the three months ended December 31, 2025 , the Company issued 301 thousand shares of Common Stock.

This was comprised of 26 thousand common shares issued as payment for preferred stock dividends, 178 thousand shares issued in connection with ATM sales, and 97 thousand retainer shares issued for the Board of Directors.

During the nine months ended December 31, 2025 , the Company issued 3.4 million shares of Common Stock.

This was comprised of 422 thousand shares, net of treasury shares, issued in connection with employee equity award, 1.9 million shares of common stock issued in connection with warrant exercises and 72 thousand shares for preferred stock dividends.

In addition to the above, the Company also issued 677 thousand shares for acquiree deferred consideration, 228 thousand shares issued in connection with ATM sales and 97 thousand retainer shares issued for the Board of Directors.

During the three months ended December 31, 2024 , the Company issued 173 thousand shares of Common Stock.

This was comprised of 89 thousand shares for preferred stock dividends and 74 thousand shares for payment of compensation to the board of directors.

In addition, the Company issued 10 thousand shares in relation to the exercise of common stock warrants.

During the nine months ended December 31, 2024 , in addition to the activities cited above, the Company also

purchased 215 th ousand shares as part of the share repurchase program, paid preferred stock dividends through the

issuance of 164 thousand common shares, issued 108 thousand shares for payment of compensation to former owners of an acquired entity and issued 29 thousand shares for acquiree consideration.

Common Stock Warrants

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.

As of December 31, 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 nine months ended December 31, 2025, 1.9 million warrants were exercised for net proceeds of $ 5.8 million.

No warrants were exercised during the three months ended December 31, 2025.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock

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.

Cumulative dividends in arrears on Series A Preferred Stock were $ 89 thousand as of December 31, 2025 and 2024, respectively.

During the three and nine months ended December 31, 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 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.

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

During the nine months ended December 31, 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

3 unchanged sentences

The 2017 Plan replaced the 2000 Plan, and applies to employees and directors of, and consultants to, the Company.

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 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 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, RSAs, RSUs, performance awards, stock and cash awards.

During the nine months ended December 31, 2025 , 85 thousand SARs were issued and 5 thousand were forfeited.

During the nine months ended December 31, 2025 , the Company issued 1,636 thousand RSUs to certain employees.

The issued RSUs vest over a 3 -year period and had a fair value of 5.2 million, or $ 3.17 per RSU.

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.

During the nine months ended December 31, 2025 , approximately 68 thousand RSAs and 68 thousand RSUs were forfeited, and 374 thousand RSAs and 374 thousand RSUs vested during the peri od.

During the nine months ended December 31, 2025, the Company issued 50 thousand RSAs to certain employees.

A tot al 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 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.

For the three and nine months ended December 31, 2025, the Company incurred stock-based compensation expense

of $ 1.0 million and $ 1.9 million , respectively, of which $ 83 thousand and $ 248 thousand were related to Board of Directors 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.

For the three and nine months ended December 31, 2024 , the Company incurred stock-based compensation expense

of $ 0.5 million and $ 1.5 million, respectively, of which $ 83 thousand and $ 248 thousand were related to Board of Directors compensation.

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

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings per Share

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weighted average number of common and common equivalent shares outstanding:

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 and diluted

Three Months Ended December 31,

Nine Months Ended

(in thousands, except share and per share data)

Net income (loss) attributable to common stock holders

earnings attributable to participating common warrant holders

Net income (loss) attributable to common stock holders - basic and diluted

Weighted average shares of common stock - basic

Effect of dilutive common stock equivalents

Weighted average shares of common stock - diluted

Earnings per share:

Basic and Diluted

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basic earnings (loss) per share

Effect of dilutive common stock equivalents

Diluted earnings (loss) per share

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:

Three and Six Months Ended

September 30,

Three and Nine Months Ended December 31,

Options to purchase common stock

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Warrants to purchase common stock

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

L ine of Credit Facility

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 guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets.

The facility includes provisions that allow for an increase in total borrowing capacity up to $ 15.0 million, subject to lender approval.

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 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.

As of December 31, 2025, the Company was out of compliance with a debt covenant.

The Company has received a waiver from East West Bank waiving this violation until the next measurement date of April 30, 2026.

As of December 31, 2025, $ 8.3 million was outstanding on the Line of Credit Facility and there are unamortized issuance costs of $ 142 thousand included in other long-term assets on our Condensed Consolidated Balance Sheets.

During the three and nine months ended December 31, 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 nine months ended December 31, 2024, the Company had interest expense, including cash interest and amortization, of $ 0.2 million and $ 0.5 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").

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

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 .

During the nine months ended December 31, 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 nine months ended December 31, 2025 .

Cineverse Corp.

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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):

Expenses related to these leases were $ 75 thousand and $ 197 thousand during the three and nine months ended December 31, 2025 , respectively, and $ 117 thousand and $ 351 thousand during the three and nine months ended December 31, 2024, respectively.

The Company did not have any sublease arrangements during the three and nine months ended December 31, 2025 , and accordingly did no t recognize any sublease income.

The Company recognized $ 46 thousand and $ 138 thousand of sublease income related to its subleasing arrangement during the three and nine months ended December 31, 2024, respectively.

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

Classification on the Balance Sheet

September 30,

Other long-term assets

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

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.

We recognized income tax expense of $ 19 thousand and $ 53 thousand for the three and nine months ended December 31, 2025, respectively.

We recognized income tax expense of $ 6 thousand and $ 19 thousand for the three and nine months ended December 31, 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 $ 34 thousand for the six months ended September 30, 2025 related to U.S.

We have recorded income tax expense of $ 53 thousand for the nine months ended December 31, 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 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.

net deferred tax assets as of December 31, 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 nine months ended December 31, 2025 was ( 0.8 )% and ( 0.5 )%, respectively.

Our effective tax rate for the three and nine months ended December 31, 2024 was 0.1 % and 0.6 %, respectively.

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

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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.

Subsequent Events

The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued.

Asset Acquisition

On January 7, 2026, the Company entered into an asset purchase agreement with Giant Worldwide, a global media services provider serving the world's leading Hollywood studios and streaming platforms, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on January 7, 2026.

IndiCue Acquisition

On February 13, 2026 (the “Closing Date”), Cineverse Corp.

purchased all of the issued and outstanding equity securities (the “Acquisition”) of IndiCue, Inc., a Delaware corporation (“IndiCue”), a next-generation CTV monetization and engagement platform, built for media owners, publishers, and streaming platforms that want full control over their Connected TV advertising (the “IndiCue Business”), pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated February 12, 2026, by and among the Company and IndiCue and its shareholders (collectively, the “Sellers”).

The purchase price for the Acquisition was $ 22,000,000 , subject to working capital and other adjustments, consisting of (i) $ 12,800,000 in cash at closing and (ii) $ 9,200,0000 in Class A Common Stock, par value $ 0.001 per share, of the Company (the “Common Stock”), at a per share price equal to the greater, as of the date of the Purchase Agreement, of (A) the 5 day VWAP and (B) the Nasdaq Minimum Price, on the first anniversary of the closing, or earlier under certain circumstances.

In addition, the Company will pay the Sellers certain post-closing earnout amounts (if any) based on IndiCue’s achievement of certain revenue growth targets and gross margin targets, payable in cash or shares of common stock under certain circumstances.

The Agreement includes certain restrictive covenants of the Sellers, including noncompetition provisions, and requires $ 3 million of cash and $ 750 thousand of net working capital, net of cash, at closing.

Concurrently with the closing of the Acquisition, the Company entered into a registration rights agreement (the “IndiCue Registration Rights Agreement”) with the Sellers, pursuant to which the Company agreed to file a registration statement for the resale of the Registrable Securities (as defined in the IndiCue Registration Rights Agreement) with the SEC.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible Notes Issuance

On February 12, 2026, the Company issued and sold convertible notes in the aggregate principal amount of $ 13,000,000 (each, a “Note”) to certain lenders (individually, an “Investor” and collectively, the “Investors”) pursuant to those certain note purchase agreements (each, a “Purchase Agreement”), dated February 12, 2026, between the Company and each Investor.

The Notes mature on the earlier to occur of (i) the four-year anniversary of issuance and (ii) an event of default (such date, the “Maturity Date”).

The Notes bear interest at a rate of 9 % per annum payable in cash or, as to a portion, in shares of Common Stock in the holder’s discretion.

At any time after issuance of the Notes, the Investors may convert their Notes, in whole or in part, into shares of Common Stock, in accordance with the terms of the Notes at a conversion price per share of $ 2.00 (the “Conversion Price”), subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar events.

The Company can require conversion in tranches of up to approximately 15 % of the original principal amount of the Notes during each of the six-month periods beginning July 1, 2026 and ending December 31, 2028, with any unconverted tranches available on a cumulative basis in future tranches.

The Notes may be prepaid by paying 100 % of the outstanding principal amount, interest on the outstanding principal amount through the earlier of the Maturity Date or the date that is 24 months from the date of prepayment, and warrants (the “Warrants”) to purchase the number of shares of Common Stock into which the principal amount then outstanding would be convertible at the Conversion Price, with such warrants having an exercise price equal

to such Conversion Price and a term that ends on the Maturity Date.

The Notes rank junior to secured debt of the Company, including the Second Amended and Restated Loan, Guaranty, and Security Agreement, dated as of April 8, 2025, by and among East West Bank (the “Existing Lender”), the Company and the Guarantors party thereto.

Equity Offering

On February 12, 2026, Company agreed to sell in a public offering an aggregate of 1,500,000 shares (the “Shares”) of the Company’s Class A common stock (the “Common Stock”), at a purchase price of $ 2.00 per share, for

aggregate gross proceeds of approximately $ 3.0 million, before deducting underwriting commissions and expenses payable by the Company (the “Offering”).

We granted to the Underwriter an option to purchase up to an additional 225,000 shares (“Option Shares” and, together with the Shares, the “Offered Shares”) of common stock from us at the same price to the public, and with the same underwriting discount.

The Offered Shares will be sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with The Benchmark Company, LLC (the “Underwriter”) and pursuant a prospectus and prospectus supplement which are part of the Company’s shelf registration statement on Form S-3 (File No.

333-273098) filed with the Securities and Exchange Commission (the “SEC”).

The closing of the sale of the Shares occurred on February 17, 2026.

The net proceeds to the Company from the sale of the Shares, after deducting the fees of the underwriter but before paying the Company’s estimated Offering expenses, is approximately $ 3.2 million, including the Option Shares that were purchased by the Underwriter.

The Company intends to use the net proceeds from the sale of the Offered Shares for working capital and for other general corporate purposes, including the financing of content acquisition and development.

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