Cineverse Corp. 8-K

What Happened
Cineverse Corp. announced on Feb. 13, 2026 that it closed its acquisition of IndiCue, Inc., a CTV monetization and engagement platform, pursuant to a Stock Purchase Agreement dated Feb. 12, 2026. The total purchase price was $22,000,000 (subject to adjustments), funded with $12,800,000 cash at closing and $9,200,000 in Cineverse Class A common stock to be issued (generally measured at a market-based price on the first anniversary or earlier in certain circumstances). Cineverse also issued $13,000,000 aggregate principal of convertible notes on Feb. 12, 2026, which financed part of the cash portion of the acquisition.

Key Details

• Acquisition price: $22,000,000 total; $12.8M paid in cash at closing; $9.2M payable in common stock (timing/pricing tied to 1-year VWAP/Nasdaq minimum).
• Earnouts: Sellers may receive additional post‑closing earnout payments tied to revenue growth and gross margin targets, payable in cash or shares.
• Convertible notes: $13.0M aggregate principal, 9% annual interest (cash or partly payable in stock at holders’ discretion), conversion price $2.00 per share, maturity on earlier of 4 years or an event of default.
• Notes terms: Notes rank junior to secured debt, permit the company to force conversion in roughly 15% tranches in six‑month periods from July 1, 2026 through Dec. 31, 2028, include prepayment option (pay principal, accrued interest and issue warrants), and give investors a right to designate one non‑voting board observer in limited circumstances. Benchmark Company, LLC served as placement agent.

Why It Matters
This deal expands Cineverse’s capabilities in Connected TV ad monetization by adding IndiCue’s platform and customers, potentially supporting future revenue growth tied to CTV ad demand. The transaction was funded with a mix of cash, equity consideration and convertible debt—meaning investors should note potential dilution risk if the $13M notes are converted at $2.00 per share, plus additional dilution if earnouts are paid in stock. The notes are subordinated to Cineverse’s secured debt and include warrants on prepayment, which affects the company’s capital structure and creditor priority. Financials for IndiCue and pro forma combined results are included in the filing for investors to review in assessing near‑term financial impact.