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| Item 1. | Business | 3 |
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| Item 1A. | Risk Factors | 13 |
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| Item 1B. | Unresolved Staff Comments | 26 |
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| Item 1C. | Cybersecurity | 26 |
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| Item 2. | Properties | 27 |
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| Item 3. | Legal Proceedings | 27 |
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| Item 4. | Mine Safety Disclosures | 27 |
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| PART II | 28 | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 |
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| Item 6. | [Reserved] | 28 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
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| Item 8. | Financial Statements and Supplementary Data | 43 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 72 |
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| Item 9A. | Controls and Procedures. | 72 |
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| Item 9B. | Other Information | 74 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 74 |
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| PART III | 75 | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 75 |
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| Item 11. | Executive Compensation | 75 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 75 |
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| Item 13. | Certain Relationships and Related Transactions, Director Independence | 75 |
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| Item 14. | Principal Accounting Fees and Services | 75 |
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| Part IV | | 76 |
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| Item 15. | Exhibits and Financial Statement Schedules | 76 |
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| SIGNATURES | 79 | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K(“Annual Report”) of Reservoir Media, Inc. (hereinafter the “Company”, the “Registrant”, “our”, “we”, “us”, or “Reservoir”) on Form 10-K contains certain information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and are intended to be covered by the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “predict,” “project,” “target,” “goal,” “intend,” “continue,” “could,” “may,” “might,” “shall,” “should,” “will,” “would,” “plan,” “possible,” “potential,” “estimate,” “seek”, “ongoing”, “objective” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, any statements that refer to expectations, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current expectations, projections and beliefs based on information currently available. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause its actual business, financial condition, results of operations, performance and/or achievements to be materially different from any future business, financial condition, results of operations, performance and/or achievements expressed or implied by these forward-looking statements. For Reservoir, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:
| ● | market competition, including, among others, competition against other music recording and publishing companies; |
| ● | our ability to identify, sign and retain songwriters and recording artists; |
| ● | the increased expenses associated with being a public company; |
| ● | our international operations, which subject us to the trends and developments of other countries, including the impact of tariffs imposed or threatened by the United States or foreign governments, as well as the fluctuations of the currency exchange rate; |
| ● | our ability to attract and retain key personnel; |
| ● | risks associated with strategic acquisitions or other transactions, including, among others, business acquisitions, combinations, investments and joint ventures; |
| ● | the impact of digital music services on our marketing and distribution and the possible changes in the terms of the licensing agreements with such services, including, among others, those governing royalty rates; |
| ● | the impact of legislation that may affect the terms of our contracts with songwriters and recording artists; |
| ● | the possibility that streaming adoption or revenues may grow less rapidly or level off in the future; |
| ● | the impact of natural or human-made disasters, global health pandemics on our business, cash flows, financial condition and results of operations; |
| ● | our ability to establish effective internal control over financial reporting (“ICFR”) and disclosure controls and procedures (“DCPs”), including our ability to remediate any existing or potential material weakness in ICFR and the timing of any such remediation, as well as the ability to establish and maintain effective DCPs; |
| ● | our ability to obtain, maintain, protect and enforce our intellectual property rights; |
| ● | our involvement in intellectual property litigation, including, among others, any assertions or allegations of infringement or violation of intellectual property rights by third parties; |
| ● | the impact of digital piracy on our business, cash flows, financial condition and results of operations; |
| ● | the impact of Artificial Intelligence (“AI”), including Generative AI on our business; |
| ● | our ability to maintain and protect the information security relating to our employees, customer, vendors and our music; |
| ● | the impact of evolving laws and regulations relating to, among others, data privacy, consumer protection and data protection, as well as the rights granted to songwriters and recording artists under the U.S. Copyright Act; |
| ● | the ability to generate sufficient cash to service all of our indebtedness, and the risk that we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful and depends on many factors, some of which are beyond our control; |
| ● | our indebtedness levels, and the fact that we may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness; |
| ● | the volatility of our stock price, which could subject us to securities class action litigation; |
| ● | negative reports published by securities or industry analysts, or the lack of research or reports published by such analysts; |
| ● | the potential exercise and/or redemption of our Warrants; |
| ● | future sales by our stockholders and the potential exercise of their registration rights; and |
| ● | other risks and uncertainties, including those listed under Part I, Item 1A.“Risk Factors.” |
Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Part I, Item 1A. “Risk Factors,” and actual results may differ materially from those anticipated in these forward-looking statements. Because some of these risks and uncertainties cannot be predicted or quantified, you should not rely on our forward-looking statements as predictions of future events. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website atwww.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.You should read this Annual Report with the understanding that actual future events or future performance might be materially different from our expectations.
PART I
