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Cineverse Corp

For the period ended Mar 31, 2024. Filed Jul 1, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Jul 1, 2024

CNVS$1.52+0.7%Stored close · as of Nov 6, 2026
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The Company’s streaming technology platform, known as MatchpointTM, 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. ema

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31,2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:001-31810

(Exact name of registrant as specified in its charter)

Delaware22-3720962
(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)
224 W. 35th St., Suite 500 #947, New York, NY10001
(Address of principal executive offices)(Zip Code)

(212) 206-8600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARECNVSThe Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer☐Accelerated filer☐Non-accelerated filer ☒Smaller reporting company☒Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer based on a price of $1.17 per share, the closing price of such common equity on The Nasdaq Stock Market, as of September 30, 2023, was$12,987,466.07. For purposes of the foregoing calculation, all directors, officers and shareholders who beneficially own 10% of the shares of such common equity have been deemed to be affiliates, but the Company disclaims that any of such persons are affiliates.

As of June 17, 2024,15,606,341 shares of Class A Common Stock, $0.001 par value were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTSii
PART I1
ITEM 1.Business1
ITEM 1A.Risk Factors4
ITEM 1B.Unresolved Staff Comments13
ITEM 1C.Cybersecurity13
ITEM 2.Properties13
ITEM 3.Legal Proceedings13
ITEM 4.Mine Safety Disclosures13
PART II14
ITEM 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities14
ITEM 6.[Reserved]15
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
ITEM 8.Financial Statements and Supplementary Data27
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure59
ITEM 9A.Controls and Procedures59
ITEM 9B.Other Information59
ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.60
PART III61
ITEM 10.Directors, Executive Officers and Corporate Governance61
ITEM 11.Executive Compensation67
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters75
ITEM 13.Certain Relationships and Related Transactions, and Director Independence76
ITEM 14.Principal Accountant Fees and Services77
PART IV79
ITEM 15.Exhibits and Financial Statement Schedules79
SIGNATURES85

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