Cineverse Corp. 8-K

What Happened

• On February 12, 2026 Cineverse Corp. announced it entered into a Stock Purchase Agreement to acquire IndiCue, Inc., a CTV monetization and engagement platform, for a purchase price of $22,000,000 (subject to adjustments). The agreed consideration includes $12.8M cash at closing and $9.2M payable in cash or, if stockholder approval is obtained, Cineverse common stock at a market-based price on the first anniversary of closing. The deal also includes potential post-closing earnouts tied to IndiCue revenue growth and gross margin targets and seller restrictive covenants (including non‑compete provisions).
• Concurrently, Cineverse agreed to issue $13,000,000 aggregate principal amount of convertible notes to investors to help fund the cash portion of the acquisition. The Notes bear 9% annual interest, mature no later than four years (or on an event of default), are convertible into common stock at a price not less than the Nasdaq minimum price as of Feb 12, 2026, and may be subject to mandatory tranche conversions and prepayment terms that include warrants. The filing also includes audited IndiCue financials and pro forma condensed consolidated financial information as exhibits.

Key Details

• Acquisition purchase price: $22,000,000 (subject to working capital and other adjustments); closing cash portion $12,800,000; $9,200,000 payable in cash or stock under conditions.
• Convertible notes: $13,000,000 aggregate; 9% interest; maturity earlier of 4 years or event of default; conversion floor = Nasdaq Minimum Price (as of Feb 12, 2026); investors may designate one non‑voting board observer in limited circumstances.
• Preliminary quarter (three months ended Dec 31, 2025): revenue estimated $15.0M–$17.0M; net loss estimated $(0.5)M–$(1.0)M; Adjusted EBITDA estimated $2.0M–$3.0M (management’s preliminary, unaudited estimates).
• Notes rank junior to Cineverse’s secured debt; registration rights agreements will be entered for resale of issued securities.

Why It Matters

• The IndiCue acquisition expands Cineverse’s capabilities in connected-TV advertising monetization, which could drive incremental revenue and margin if integration succeeds. The $13M convertible financing provides cash for the deal but introduces potential dilution if notes convert and adds subordinate debt to the capital structure. Preliminary quarterly results show positive Adjusted EBITDA despite a small GAAP net loss, but these are management’s unaudited estimates and subject to final close procedures. Investors should watch closing conditions, any stockholder votes for the stock-based payment, final audited and pro forma results, and how the company manages leverage and potential dilution from the Notes.