Cineverse Corp. (CNVS): M&A transaction — Cineverse acquires IndiCue for $22M; guides FY2027 rev $115-120M, adj EBITDA $10-20M

Cineverse Corp.

Base consideration $22M ($12.8M cash + $9.2M stock); earnouts up to $18M on revenue/gross margin targets.
Concurrent $13M convertible note issuance at 9% per annum, conversion price $2.00, used to fund cash portion.
IndiCue (CTV monetization) expected ~$38M revenue and ~$9.6M EBITDA in CY2026; EBITDA-positive at close.
Deal positions Cineverse for >50% tech revenue in FY2027; IndiCue's 100+ customers include IMAX, Freecast, Loop.
IndiCue founding team joins: Nicholas Frazee (EVP Revenue), Yuriy Gorokhov (EVP Tech), John Marchesini (EVP Product).

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cineverse Corp. incurred convertible notes of $13,000,000 with certain lenders at 9% per annum maturing the earlier to occur of (i) the four year anniversary of issuance and (ii) an event of default.

Instrument: convertible notes
Principal: $13,000,000
Counterparty: certain lenders
Rate: 9% per annum
Maturity: the earlier to occur of (i) the four year anniversary of issuance and (ii) an event of default
Event: incurrence

Exact text from the filing

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

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Cineverse Corp. issued convertible note to certain lenders for aggregate principal amount of $13,000,000.

Security: convertible note
Purchaser: certain lenders
Consideration: aggregate principal amount of $13,000,000

Exact text from the filing

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

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Cineverse Corp. completed an acquisition involving John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (collectively, the “Sellers”) for $22,000,000 (closed 2026-02-13).

Action: acquisition
Counterparty: John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (collectively, the “Sellers”)
Consideration: $22,000,000
Closing: 2026-02-13

Exact text from the filing

Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cineverse Corp. entered into Note Purchase Agreement with the Investors valued at $13,000,000 (effective 2026-02-12).

Action: entry
Agreement: notes offering
Counterparty: the Investors
Value: $13,000,000
Effective: 2026-02-12

Exact text from the filing

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.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cineverse Corp. entered into Purchase Agreement with the Sellers valued at $22,000,000 (effective 2026-02-12).

Action: entry
Agreement: asset purchase
Counterparty: the Sellers
Value: $22,000,000
Effective: 2026-02-12

Exact text from the filing

On February 13, 2026 (the “Closing Date”), Cineverse Corp. (the “Company”) 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, John Marchesini, Nicholas Frazee, Michael Wanetik, Iurii Gorokhov, Kyrylo Shkodkin and Adtelligent Holdings Limited (collectively, the “Sellers”).

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103 debt financings filed in the last 30 days. Browse all debt financings →

Cineverse Corp. filing history →

Source: SEC EDGAR

accession 0001193125-26-052752

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