What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-02-17 · 318 added, 353 removed, 337 unchanged (67% of the section changed)

5 unchanged sentences

Cash and cash equivalents

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

Accounts receivable, net of allowance for credit losses of $ 657 and $ 622 , respectively

Content advances, net allowance of $ 5,768 and $ 5,503 , respectively

4 unchanged sentences

Content advances, net of current portion

Other long-term assets

Other long-term assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Line of credit

Current portion of deferred consideration on purchase of business

Line of credit, net

Deferred consideration

Current portion of earnout consideration

Current portion of operating lease liabilities

Other current liabilities

Deferred revenue

Total current liabilities

Operating lease liabilities, net of current portion

Other long-term liabilities

Convertible notes payable, net

Earnout consideration, net of current portion

Total Liabilities

Commitments and contingencie s (see Note 8)

Commitments and contingencies (Note 8)

Stockholders’ Equity

2 unchanged sentences

20 shares authorized;

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

6 and 7 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively

Common stock, $ 0.001 par value;

Class A Stock:

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

275,000,000 shares authorized as of June 30, 2026 and March 31, 2026;

24,247,336 and 21,362,845 shares issued, with 23,417,021 and 20,532,531 shares outstanding as of June 30, 2026 and March 31, 2026, respectively

Additional paid-in capital

Treasury stock, at cost;

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

with 830,315 shares as of June 30, 2026 and March 31, 2026, respectively

Accumulated deficit

2 unchanged sentences

Deficit attributable to noncontrolling interest

Total Liabilities and Equity

Total stockholders' equity

Total Liabilities and Stockholders' Equity

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands, except per share data)

Three Months Ended December 31,

Nine Months Ended

Three Months Ended

Costs and expenses

2 unchanged sentences

Depreciation and amortization

Change in fair value of acquisition-related deferred consideration

Change in fair value of acquisition-related earnout consideration

Total operating expenses

Operating (loss) income

Interest expense

Other (expense) income, net

Net (loss) income before income taxes

Operating loss

Interest (expense) income

Other income (expense), net

Net loss before income taxes

Income tax expense

Net (loss) income

Net income attributable to noncontrolling interest

Net (loss) income attributable to controlling interests

Net loss attributable to noncontrolling interest

Net loss attributable to controlling interests

Preferred stock dividends

Net (loss) income attributable to common stock holders

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

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders:

Weighted average shares of Common Stock outstanding:

1 unchanged sentence

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended December 31,

Nine Months Ended

Net (loss) income

Other comprehensive loss:

Three Months Ended

Other comprehensive (loss) income:

Foreign exchange translation

Net income attributable to noncontrolling interest

Comprehensive (loss) income

Net loss attributable to noncontrolling interest

Comprehensive loss

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Nine Months Ended

Three Months Ended

Cash flows from operating activities:

Net (loss) income

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

Depreciation and amortization

Allowance for content advances

Amortization of debt issuance costs

Fair value change in acquisition-related deferred consideration

Fair value change in earnout consideration

Stock-based compensation

Non-cash interest (income) expense

Barter transactions

Capitalized content

Amortization of debt issuance costs

Allowance for content advances

Barter transactions

Interest discount received from lender

Changes in operating assets and liabilities:

Accounts receivable

Content advances

Other current and long-term assets

Accounts payable, accrued expenses, and other liabilities

Content advances

Deferred revenue

Net cash (used in) provided by operating activities

Net cash used in operating activities

Cash flows from investing activities:

1 unchanged sentence

Internally developed software capitalization

Sale of equity investment securities

Purchase of business

Net cash used in investing activities

2 unchanged sentences

Payments on line of credit

Proceeds from common stock warrant exercises

Withholding taxes paid on restricted stock units

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

Financing fees for line of credit

At-the-market issuance fees

Net cash provided by (used in) financing activities

Payment of deferred consideration

Cash paid to acquire noncontrolling interest

Shares withheld for employee taxes

Net cash provided by financing activities

Net change in cash and cash equivalents

6 unchanged sentences

(In thousands)

Nine Months Ended

Three Months Ended

Cash interest paid

1 unchanged sentence

Noncash investing and financing activities:

Earnout liability settled in stock

Bonus liability settled in stock

Issuance of Common Stock for settlement of deferred consideration

Shares issued to acquire noncontrolling interest

Payroll tax withholding accrual on equity vesting

Accrued dividends on preferred stock

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Stock-based compensation

Issuance of Common Stock for deferred consideration

Issuance of Common Stock in connection with employee equity awards

Treasury shares withheld for employee taxes

Preferred stock dividends paid in Common Stock

Preferred stock dividends accrued

Issuance of Common Stock for ATM

Non-controlling interest buyout

Preferred stock conversion to Common Stock

Employee vesting shares

Balances as of June 30, 2026

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

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

8 unchanged sentences

Stock-based compensation

Treasury stock acquired

Fees incurred in connection with ATM offering

Issuance of common stock for acquiree consideration

Preferred stock dividends paid in stock

Issuance of Common Stock for deferred consideration

Issuance of Common Stock in connection with employee equity awards

Treasury shares withheld for employee taxes

Preferred stock dividends paid in Common Stock

Preferred stock dividends accrued

Net loss (income)

Balances as of June 30, 2025

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

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.

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(“Cineverse”, “us”, “our”, "we", and “Company” refers to Cineverse Corp.

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;

and its subsidiaries unless the

context otherwise requires) was incorporated in Delaware on March 31, 2000.

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

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

and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported video on demand ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts.

and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts.

Our streaming channels reach audiences in several distinct ways:

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

Through the integration of Giant Worldwide, Matchpoint has expanded its automated media services ecosystem by adding audience development, customer acquisition, and direct-to-consumer marketing capabilities supported by longstanding studio relationships and performance marketing expertise.

The Company’s Connected TV (“CTV”) monetization platform provides proprietary location-based digital advertising technology solutions that offer advertisers a targetable, measurable, and accountable way to utilize CTV media and data solutions at scale.

The Company also provides solutions for media owners, including an advertising platform for Digital Out-of-Home ("DOOH") networks that enables users to manage advertising inventory, optimize sales, and monetize unsold inventory.

We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as international and domestic content creators, movie producers, television producers and other short-form digital content producers.

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Financial Condition and Liquidity

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 have incurred net losses historically.

For the three months ended June 30, 2026, the Company had a net loss attributable to Common Stockholders of $ 5.8 million .

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

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.

As of June 30, 2026, the Company has an accumulated deficit of $ 515.9 million and negative working capital of $( 18.9 ) million.

Net cash used in operating activities for the three months ended June 30, 2026 was $ 1.0 million .

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") that currently provides 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.

As of June 30, 2026, $ 11.4 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 8.0 % as of December 31, 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.

On May 3, 2024, the Company entered into a sales agreement (the “2024 Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock.

On February 17, 2026, the Company sold in a public offering an aggregate of 1,725,000 shares of Common Stock (the “Offered Shares”) at a price of $ 2.00 per share, for aggregate gross proceeds of approximately $ 3.5 million, before deducting underwriting commissions and expenses payable by the Company.

The Offered Shares were sold pursuant to an Underwriting Agreement with The Benchmark Company, LLC and pursuant to 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 SEC.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Line of Credit Facility.

In July 2026, an Investor informed the Company of the intent to convert $ 1,300,000 of principal and unpaid interest of approximately $ 20 thousand into approximately 660 thousand shares, effective September 2026.

On May 3, 2024, the Company entered into an at-the-market, or ATM, Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of its Class A common stock, par value $ 0.001 per share (the “Common Stock”).

Shares of Common Stock may be offered and sold for an aggregate offering price of up to $ 15 million.

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

Securities and

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Securities and 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 3.00 % 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 (“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 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 is not obligated to sell any shares under the Sales Agreement.

On June 8, 2026, the aggregate authorized offering price under the ATM Sales Agreement was increased to $ 30 million.

During the three months ended June 30, 2026 , the Company sold 1.0 million shares for net proceeds of $ 2.5 million, 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 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.

As of June 30, 2026 and March 31, 2026, short-term content advances were $ 6.8 million and $ 7.5 million, respectively, and content advances, net of current portion, were $ 8.5 million and $ 8.2 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.

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The accompanying interim Condensed Consolidated Financial Statements of Cineverse Corp.

have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2025.

have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2026.

These Condensed Consolidated Financial Statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations;

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Interim results are not necessarily indicative of the results for a full year.

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.

We evaluated the investment under the voting interest entity model and determined that the entity should be consolidated as we have a controlling financial interest in the entity through our ownership of outstanding voting shares, and that other equity holders do not have substantive voting, participating or liquidation rights.

As of March 31, 2026, we owned 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.

During three months ended June 30, 2026, the Company entered into Stock Exchange Agreements with minority holders of CONtv pursuant to which the Company acquired the remaining outstanding ownership interests in CONtv in exchange for shares of the Company’s Class A common stock and cash payments.

As a result of these transactions, CONtv became a wholly-owned subsidiary of the Company.

Use of Estimates

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, 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 preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.

Significant items subject to such estimates and assumptions include revenue recognition, contingent considerations related to business combinations, share-based compensation expense, valuation allowance for deferred income taxes, recovery of content advances, goodwill and intangible asset impairments, estimated royalties payable to content partners, and the assessment of amortization lives to 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 judgments and estimates.

Actual results may differ from

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

these estimates.

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 .

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

Actual results may differ from these estimates.

Reclassifications

Certain amounts have been reclassified to conform to the current presentation.

Accounting Policies

Cash and Cash Equivalents

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We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal.

Non-monetary Transactions

From time to time, the Company entered into non-monetary transactions for the purchase and sale of content licenses with unrelated third-parties.

The fair value of the content licenses purchased are recognized within Intangible Assets, Net on our Condensed Consolidated Balance Sheets and amortized over the estimated useful lives of the respective assets.

As functional intellectual property, the Company recognizes the corresponding revenue at the time of delivery to the recipient.

Accounts Receivable, Net

We maintain reserves for expected credit losses on accounts receivable.

We review the composition of accounts receivable and analyze historical credit losses, customer concentrations, customer credit worthiness, current and forecasted economic trends and changes in customer payment patterns to evaluate the adequacy of this allowance.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Credit Losses

We maintain reserves for expected credit losses on accounts receivable primarily on a specific identification basis.

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.

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 June 30, 2026 (in thousands):

Allowance for credit losses at the beginning of the year

Increase in estimated provision

Allowance for credit losses as of June 30, 2026

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation and amortization.

Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows:

Property and equipment are stated at cost, less accumulated depreciation and amortization.

Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets, with useful life ranges by major asset class as follows:

Computer equipment and software

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We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed, and it is determined that the software will provide significantly enhanced capabilities and modifications.

These capitalized costs are included in property and equipment, net and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects.

These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects.

Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use.

Once the software is ready for its intended use, the costs are amortized over the useful life of the software.

Once the software is ready for its intended use, the costs are amortized over the useful life of the software on a straight-line basis.

Post-configuration training and maintenance costs are expensed as incurred.

We amortize internal-use software over its estimated useful life on a straight-line basis.

Intangible Assets, Net

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For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets.

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

Amortization lives of intangible assets are as follows:

Amortization expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows:

Content Library

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Advertiser Relationships and Channel

Preferred Partner Medallions

10 – 12 years

Capitalized Content

Supplier agreements

Cineverse Corp.

1 unchanged sentence

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

As of December 31, 2025

As of June 30, 2026

Content Library

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Customer Relationships

Tradenames, trademarks and patents

Capitalized Content

Preferred Partner Medallions

Tradenames, Trademarks and Patents

Total Intangible Assets

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Customer Relationships

Tradenames, trademarks and patents

Capitalized Content

Preferred Partner Medallions

Tradenames, Trademarks and Patents

Total Intangible Assets

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):

The Company had amortization expense of $ 2.6 million and $ 1.0 million for the three months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, amortization expense is expected to be (in thousands):

In-process intangible assets

Remainder of fiscal year 2027

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 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.

Impairment of Long-lived and Finite-lived Intangible Assets

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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

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

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

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 nine months ended December 31, 2025 and 2024 .

There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three months ended June 30, 2026 and 2025 .

Capitalized Content

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

Business Combinations

The Company accounts for business combinations in accordance with ASC 805, Business Combinations, using the acquisition method of accounting.

Under this method, the Company recognizes and measures the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at their estimated fair values as of the acquisition date.

The total consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their respective fair values.

The excess of the purchase price over the fair value of net identifiable assets acquired is recorded as goodwill.

Please see the Goodwill policy separately outlined below within this footnote.

In certain circumstances, such as a forced sale or bankruptcy of the acquiree, the fair value of the identifiable net assets acquired exceeds the total consideration transferred in a business combination, resulting in a bargain purchase gain.

The Company recognizes bargain purchase gains in earnings as of the acquisition date.

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

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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 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 nine months ended December 31, 2025 and 2024 .

No goodwill impairment charge was recorded during the three months ended June 30, 2026 and 2025.

For the period ended and three months ended June 30, 2026, the Company's adjustments to goodwill related to the finalization of post-closing working capital estimates.

Fair Value Measurements

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• 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 December 31, 2025 .

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The table below summarizes the levels of fair value measurements of the Company’s financial assets and liabilities as of June 30, 2026 (in thousands):

As of June 30, 2026

Deferred consideration, current portion

Earnout consideration, both current and non-current portion

As of March 31, 2026 (in thousands):

As of March 31, 2026

Deferred consideration

Earnout consideration

Total Level 3 liabilities increased by $ 1.4 million from $ 23.5 million to $ 24.8 million due to a change in fair value estimate.

The fair value change is presented on our Condensed Consolidated Income Statement for the three months ended June 30, 2026 .

Deferred Consideration

The Company initially recognizes liabilities related to Deferred Consideration from business combinations at fair value at the time of acquisition in advance of the ultimate settlement of these liabilities.

Amounts due within 12 months under the terms of the agreements are classified as current within the Consolidated Balance Sheets.

The deferred consideration associated with the IndiCue Inc ("IndiCue") acquisition, included in the fair value measurement table above, was determined based on a value of approximately $ 11.3 million at the time of closing and is due within one year of the acquisition date.

In addition to contractual inputs, the Company estimated the fair value of this deferred consideration using Level 3 inputs, including the expected forward stock price at settlement and an embedded downside protection mechanism.

As of June 30, 2026 and March 31, 2026 , the fair value of this liability was $ 14.2 million and $ 12.2 million, respectively, on our Condensed Consolidated Balance Sheet.

The deferred consideration related to the Giant Worldwide acquisition is payable in quarterly cash installments of $ 0.4 million which commenced on the 3-month anniversary of the Closing Date in April 2026.

As of June 30, 2026 and March 31, 2026 , the carrying value of this liability is $ 1.2 million and $ 1.6 million, respectively, is presented on our Condensed Consolidated Balance Sheet.

Earnout Consideration

The Company estimated the fair value of its earnout liabilities using both contractual and Level 3 inputs from the related business combination.

The specific financial targets required for payment are defined in the IndiCue purchase agreement.

The Company also utilizes Level 3 inputs, including the most up to date forecast at each reporting date to estimate the outcome against these targets to determine the ultimate estimated payout, discounted by a rate reflecting the Company’s estimate of a market borrowing rate and incremental spread for similar subordinated obligations.

During the fiscal year ended March 31, 2026, the Company acquired IndiCue and as a part of the purchase consideration, may be required to pay up to $ 18.0 million in earnout payments over the first three fiscal years following the acquisition, contingent upon the achievement of specified revenue and gross margin targets.

The earnout payments will be payable in cash or shares of Common Stock under certain conditions.

As of June 30, 2026 and March 31, 2026 , the fair value of this liability was $ 10.6 million and $ 11.3 million, respectively, as presented on our Condensed Consolidated Balance Sheet.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Content Advances

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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 $ 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amounts which are expected to be recovered within 12 months are classified as current, which were $ 6.8 million and $ 7.5 million as of June 30, 2026 and March 31, 2026, respectively.

Amounts estimated to be recoverable in more than 12 months are classified as long-term and presented within content advances, net of current portion, which were $ 8.5 million and $ 8.2 million as of June 30, 2026 and March 31, 2026, respectively.

For the three months ended June 30, 2026 and 2025, the Company recorded an increase of $ 265 thousand and a reduction of $ 128 thousand to the provision for content advances, respectively.

Accounts Payable and Accrued Expenses

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

Amounts due to producers

Accrued acquisition related liabilities

Accounts payable

Amounts due to producers

Accrued compensation and benefits

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Total Accounts Payable and Accrued Expenses

Deferred Consideration

The Company has recognized a liability related to a deferred consideration arrangement related to the acquisitions of FoundationTV ("FTV") and Digital Media Rights ("DMR").

These payments are fixed in nature and are due to the seller of the respective company.

The Company initially recognized the liability at fair value at the time of acquisition and has since recognized interest expense related to accretion in advance of the ultimate settlement.

The deferred consideration related to the acquisition of DMR was payable in either shares of Common Stock or cash, at the Company's discretion and subject to certain conditions.

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 nine months ended December 31, 2025 .

Revenue Recognition

Payment terms and conditions vary by customer and typically provide net 30-to-90 day terms.

We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

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.

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

Three Months Ended December 31,

Nine Months Ended

Three Months Ended

Advertising technology and services

Streaming and digital

Base distribution

Media services

Podcast and other

Base distribution

Other non-recurring

Total Revenue

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, 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.

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.

• Advertising technology revenue is derived from two principal revenue streams:

Ad Network revenue and Ad Serving revenue.

Ad Network revenue is earned through advertising campaigns.

Ad serving software represents instances where clients use the Company’s system as a technology platform for managing and delivering their advertising content across designated media channels.

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

Certain revenue recognition estimates may be required for this source at the end of a reporting period when we are not contractually entitled to receive final performance reporting from our partners for an extended period of time.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

• Media services revenue is derived from quality control, packaging, and localization work performed on behalf of studios for platform distribution.

• Podcast and other revenue represents advertising fees earned in support of the Company's podcast programming.

• Base distribution revenue is generated by the Company's physical revenue streams and related supply chain revenue, as well as theatrical revenue.

The Company also has contracts for the theatrical distribution of third-party feature movies and alternative content.

Distribution fee revenue and participation in box office receipts are recognized at the time a feature movie and alternative content are viewed.

Fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD” or "Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Base Distribution”).

Fees earned are typically a percentage of the net amounts received from our customers.

Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies.

Fees from Ad-Network revenue are based on an agreed-to cost per mille (“CPM”) rate, and fees for Media Services are typically specified in purchase orders based on the services requested to be rendered.

The Company’s performance obligations include the shipment of physical goods and delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”) on the digital platforms, delivery of advertising related impressions, and at the time of completion of media services.

Revenue is recognized at the point in time across the Company’s revenue streams.

Specifically, revenue is recognized when the content is available for subscription on the digital platform (the Company’s digital content is considered functional IP), at the time of shipment for physical goods, or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer.

The Company considers the delivery of content through various distribution channels to be a single performance obligation.

Ad Network transactions are recognized at the point in time when the billable impression is delivered.

Media services are recognized at the point of delivery.

Base Distribution Revenue from the sale of physical goods is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration.

Reserves for potential sales returns and other allowances are recorded based upon historical experience.

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

We have the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third-party feature movies’ or alternative content’s theatrical release date.

Payment terms and conditions vary by customer and typically provide net 30-to-90 day terms.

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

Principal Agent Considerations

Revenue earned from the delivery of digital content and physical goods may be recognized gross or net depending on the terms of the arrangement.

We determine whether revenue should be reported on a gross or net basis based on each revenue stream.

Key indicators that we use in evaluating gross versus net treatment include, but are not limited to, the following:

• which party is primarily responsible for fulfilling the promise to provide the specified good or service;

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Shipping and Handling

Shipping and handling costs are incurred to move physical goods (e.g., DVDs and Blu-ray Discs) to customers.

Shipping and handling costs are incurred to move physical goods to customers.

We recognize all shipping and handling costs as an expense in direct operating expenses because we are responsible for delivery of the product to our customers prior to transfer of control to the customer.

Credit Losses

We maintain reserves for expected credit losses on accounts receivable primarily on a specific identification basis.

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 December 31, 2025 (in thousands):

Allowance for credit losses as of March 31, 2025

Increase in estimated provision

Allowance for credit losses as of June 30, 2025

Increase in estimated provision

Allowance for credit losses as of September 30, 2025

Increase in estimated provision

Allowance for credit losses as of December 31, 2025

Contract Liabilities

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability) when cash payments are received or due in advance of our performance, such as the sale of DVDs with future release dates, even if amounts are refundable.

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 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

Contract Liabilities

Deferred revenue includes amounts related to advances, the sale of DVDs or theatrical releases with future release dates.

The ending deferred revenue balance, all current as of June 30, 2026 and March 31, 2026 totaled to approximately $ 0.1 million .

Participations and Royalties Payable

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Concentrations

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.

For the three months ended June 30, 2026 and 2025 , a single customer represented 43 % and 27 % of revenues, respectively.

Direct Operating Expenses

Direct operating expenses consist of cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty expenses, reserves against advances and marketing and direct personnel costs.

Direct operating costs consist of operating costs such as cost of revenue, including fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty and participation expenses, allowance against advances, ad-network revenue share, a nd marketing and direct personnel costs.

Stock-based Compensation

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 issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units, stock appreciation rights and performance stock units.

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

ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss based on their fair values.

ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the Consolidated Statements of Operations based on their fair values.

The Company measures the compensation expense of employee and non-employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date.

That cost is recognized on a straight-line basis over the period during which the employee or non-employee is required to provide service in exchange for the award.

The fair values of options and SARs are calculated as of the date of grant using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility, risk-free rate and expected term.

That cost is recognized on a straight-line basis over the period during which the employee and non-employee is required to provide service in exchange for the award.

The fair values of options and stock appreciation rights are calculated as of the date of grant using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility, risk-free rate and expected term.

The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors.

Forfeitures are recognized as they occur.

The Company accounts for income taxes using the asset and liability method.

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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 December 31, 2025 and March 31, 2025.

The Company recorded

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

unrecognized tax benefits of approximately $ 54,000 as of June 30, 2026, related to potential state income tax liabilities arising from non-filing positions.

The Company recognizes interest and penalties on uncertain tax positions as a component of income tax expense.

Recently Issued Accounting Pronouncements

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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.

In December 2023, the FASB issued ASU 2023-09, " Income Taxes - Improvements to Income Tax Disclosures.

(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 our fiscal year end disclosure.

Effective April 1, 2025, the Company adopted ASU 2023-09 , "Improvements to Income Tax Disclosures" , which expanded income tax disclosure requirements, including disaggregation of pretax income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid (net of refunds received).

The Company adopted the standard on April 1, 2025 .

The adoption affected disclosures only and did not impact the Company’s financial position, results of operations, or cash flows.

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 included in the income statement.

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

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OTHER INTERESTS

CON TV, LLC ("CONtv") is a worldwide digital network that creates original content and sells and distributes on-demand digital content through the Internet and other consumer digital distribution platforms, including gaming consoles, set-top boxes, handsets, and tablets.

During the three months ended June 30, 2026, the Company acquired the remaining 15 % ownership interest in CONtv from the minority interest holders (increasing its ownership from 85 % prior to the transaction to 100 %), in exchange for shares of the Company's Class A common stock and cash payments.

As a result of the transaction, CONtv became a wholly-owned subsidiary of the Company, and accordingly, as of June 30, 2026, no non-controlling interest remained.

SEGMENT INFORMATION

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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.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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;

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other direct operation costs;

payroll and related expenses;

compensation and related expenses;

professional services;

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

Three Months Ended December 31,

Nine Months Ended

Royalty expense

For Three Months Ended,

License, participation and technology costs

Other direct operating costs

Compensation and related

Other direct operating costs

Royalty expense

Professional services

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Other general and administrative

Change in fair value of acquisition-related deferred consideration

Change in fair value of acquisition-related earnout consideration

Depreciation and amortization

Total operating expenses

Operating (loss) income

Interest expense

Other (expense) income, net

Net (loss) income before income taxes

Income tax expense

Net (loss) income

OTHER INTERESTS

Investment in CDF2 Holdings

We indirectly o wn 100 % of the common equity of CDF2 Holdings, LLC (“CDF2 Holdings”), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology.

CDF2 Holdings assists its customers in procuring the equipment necessary to convert their systems to digital technology by providing financing, equipment, installation and related ongoing services.

CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in FASB ASC Topic 810, Consolidation (“ASC 810”).

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 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.

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

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

(“Roundtable”) pursuant to which the Company purchased 0.5 thousand shares of Roundtable Series A Preferred Stock and warrants to purchase 0.1 thousand shares of Roundtable common stock (together, the “Roundtable Securities”).

The Company paid the purchase price for the Roundtable Securities by issuing 16 thousand shares of Common Stock to Roundtable.

The Compan y recorded $ 206 thousand for the purchase of the Roundtable Securities which is included in other long-term assets on the accompanying Consolidated Balance Sheets.

The investment in the Roundtable Securities was made in connection with a proposed collaboration with Roundtable regarding production and distribution of streaming content including the launch of high profile branded enthusiast streaming channels.

The Roundtable investment was accounted for using the cost method of accounting as we own less than 20 % of Roundtable and do not exert a significant influence over their operations.

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

Operating loss

Interest (expense) income

Other income (expense)

Net loss before income taxes

Provision for income taxes

STOCKHOLDERS’ EQUITY

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 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.

As of June 30, 2026 and March 31, 2026 , the number of shares of Common Stock authorized for issuance was 275 million shares.

ATM Sales Agreement

On May 3, 2024, the Company entered into a sales agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock.

Shares of Common Stock may be offered and sold for an aggregate offering price of up to $ 15 million.

The Sales Agents’ obligations to sell shares under the ATM Sales Agreement are subject to satisfaction of certain conditions, including the continuing effectiveness of the Registration Statement on Form S-3 (Registration No.

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 customary closing conditions.

Under the terms of the ATM Sales Agreement, the Sales Agents earn 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, and the Company also reimburses the Sales Agents for certain specified expenses.

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.

On June 8, 2026, the aggregate authorized offering price under the ATM Sales Agreement was increased to $ 30 million.

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended June 30, 2026 the Company sold 1.0 million for net proceeds of approximately $ 2.5 million, after deduction of commissions and fees, under the ATM Sales Agreement.

The Company did no t sell any shares during the three months ended June 30, 2025.

Non-Controlling Interest Buyout

During the three months ended June 30, 2026 , the Company entered into a Stock Exchange Agreement with holders of CONtv pursuant to which the Company acquired the remaining outstanding 15 % ownership interests in CONtv in exchange for 380 thousand shares of the Company’s Class A common stock and cash payments.

As a result of these transactions, CONtv became a wholly-owned subsidiary of the Company.

Preferred Stock

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.

Cumulative dividends in arrears on Series A Preferred Stock were $ 81 thousand and $ 89 thousand as of June 30, 2026 and 2025, respectively.

During the three months ended June 30, 2026 and 2025 , the Company paid preferred stock dividends in arrears of $ 81 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.

During the three months ended June 30, 2026 , the Company agreed to issue shares of Common Stock in exchange for an aggregate of one holder’s 3.118 shares of Series A Preferred Stock.

The exchange is being made in five equal tranches, and commenced on May 1, 2026.

The number of shares of Common Stock issuable in each tranche is to be calculated by dividing the value of the shares of Series A Preferred Stock being exchanged by the 5-day volume weighted average price ending on the trading day preceding the exchange.

Upon the exchange of each tranche, the shares of Series A Preferred Stock so exchanged will be immediately retired and restored to the status of authorized but unissued preferred stock.

Through June 30, 2026, the first tranche included the conversion of 0.6236 shares of Series A Preferred Stock plus accrued but unpaid interest thereon into 125,766 shares of Common Stock.

Treasury Stock

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

We have treasury stock of 830 thousand shares of Common Stock as of June 30, 2026 and March 31, 2026, respectively.

Stock Based Compensation Awards

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

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

The 2017 Plan provides for the issuance of up to 3,505 thousand shares of Common Stock as of November 20, 2025, in the form of various awards, including stock options, SARs, RSAs, RSUs, performance awards, stock and cash awards.

No SARs were issued or forfeited during the three months ended June 30, 2026 and a ccordingly, no stock-based compensation expense related to SAR awards was recognized during the period.

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

During the three months ended June 30, 2026 , the Company issued 50 thousand RSUs to certain employees.

The issued RSUs vest over a 3 -year period and had a fair value of $ 120 thousand, or $ 2.4 per RSU.

During the three months ended June 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 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 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 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.

For the three months ended June 30, 2026 and 2025, the Company incurred stock-based compensation expense of $ 0.9 million and $ 0.4 million , respectively, of which $ 0.1 million 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.

Loss per Share

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings per Share

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Common Stock holders, adjusted for by the deemed earnings attributable to participating common warrant holders, by the weighted average number of shares of Common Stock outstanding during the period.

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weighted average number of common and common equivalent shares outstanding:

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

Three Months Ended

(in thousands, except shares and per share data)

Numerator (in thousands) :

Net loss attributable to common stockholders - basic and diluted

Denominator (in thousands) :

Weighted average shares of common stock - basic

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Earnings per share:

Basic earnings (loss) per share

Basic loss per share

Effect of dilutive common stock equivalents

Diluted earnings (loss) per share

Diluted 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 Nine Months Ended December 31,

Three Months Ended

Options to purchase common stock

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Warrants to purchase common stock

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Convertible notes

L ine of Credit Facility

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 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").

The T3 Loan Agreement provides for a term loan with a principal amount not to exceed $ 3.666 million ( the "T3 Loan"), and a maturity date of April 1, 2025 , with a permitted extension of the term for 120 days under certain conditions.

The T3 Loan bears no interest until the maturity date other than an interest advance equal to $ 576 thousand at the closing of the T3 Loan on April 5, 2024.

The interest advance was recorded as a discount on the T3 Loan at inception and will be amortized to interest expense and increase the loan amount over its term.

If the T3 Loan is extended as noted above, the T3 Loan will bear interest at a rate of 1.44 % per month.

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 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.

After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15 % of all royalties earned by the Company on the Film under its distribution agreements for the Film until the T3 Lender has received in total 1.75 times the full commitment amount of $ 3.666 million ("Participation Interest").

The T3 Loan is secured by a first priority interest in all of T3 Borrower’s assets in connection with the Film, including T3 Borrower's rights, title and interest in the distribution agreements, including the proceeds to the T3 Borrower from the distribution of the Film.

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

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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026 and March 31, 2026, $ 11.4 million and $ 9.4 million, respectively, was outstanding on the Line of Credit Facility and there were unamortized issuance costs of $ 92 thousand and $ 124 thousand, respectively, included in other long-term assets on our Condensed Consolidated Balance Sheets.

During the three months ended June 30, 2026 and 2025, the Company had interest expense, including cash interest and amortization, of $ 0.3 million and $ 0.1 million related to its Line of Credit Facility, respectively.

Convertible Notes

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 proceeds from the convertible notes were primarily used to pay the cash purchase consideration for the IndiCue acquisition.

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.

The Notes rank junior to secured debt of the Company, including the Line of Credit Facility.

In July 2026, an Investor informed the Company of the intent to convert $ 1,300,000 of principal and unpaid interest of $ 20 thousand into 660 thousand shares, effective September 2026.

As of June 30, 2026 and March 31, 2026, the Convertible notes are presented net of unamortized debt issuance costs of $ 417 thousand and $ 455 thousand, respectively, on our Condensed Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

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 three operating leases related to its Cineverse India operations, with expiration dates in July 2027 .

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

In addition, the company maintains office locations in New York, NY and Burbank, CA with lease terms ending in May, 2029 and June, 2029, respectively.

During the three months ended June 30, 2026 and 2025, expenses related to these leases were $ 208 thousand and $ 49 thousand, respectively.

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

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Operating leases liabilities, net of current

Cineverse 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):

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Less imputed interest

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

For leases that have a term of twelve months or less and do not contain an option to extend that the Company is reasonably certain to exercise, 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.

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

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.

We recognized income tax expense of $ 19 thousand and $ 14 thousand for the three months ended June 30, 2026 and 2025, 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 $ 53 thousand for the nine months ended December 31, 2025 related to U.S.

We have recorded income tax expense of $ 19 thousand for the three months ended June 30, 2026 related to U.S.

state and foreign income taxes.

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

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.

net deferred tax assets as of June 30, 2026 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, 2026 and 2025 was December 31, 2025 was ( 0.3 )% and ( 0.4 )%, 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.

The Act introduced 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.

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

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.

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