--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-052752" form_type: "8-K" ticker: "CNVS" cik: "0001173204" company_name: "Cineverse Corp." filed_at: "2026-02-17T23:59:59+00:00" generated_at: "2026-05-16T02:20:25.212768+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Cineverse acquires IndiCue for $22M; guides FY2027 rev $115-120M, adj EBITDA $10-20M ## Summary - 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). ## SEC filing metadata - accession: 0001193125-26-052752 - form_type: 8-K - ticker: CNVS - cik: 0001173204 - company_name: Cineverse Corp. - filed_at: 2026-02-17T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/d844600d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-052752 - JSON: https://secwatch.observer/filing/0001193125-26-052752.json - Plain text: https://secwatch.observer/filing/0001193125-26-052752.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm - Equity Issuances 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1173204/000119312526052752/0001193125-26-052752-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.