Cineverse Corp.

Cineverse Corp. operates as a premier technology and entertainment company with its core streaming business functioning as a portfolio of owned and operated streaming channels with enthusiast fan bases, a large-scale global aggregator and full-service distributor of feature films and television programs, and a proprietary technology software-as-a-service platform for over-the-top app development and content distribution through subscription video-on-demand, dedicated ad-supported, ad-supported streaming linear channels, social video streaming services, and audio podcasts. The Company’s streaming technology platform, Matchpoint, is a software-based streaming operating platform that provides clients with AVOD, SVOD, transactional video on demand and linear capabilities, automates the distribution of content, and features a robust data analytics platform. Through the integration of Giant Worldwide, Matchpoint has expanded its automated media services ecosystem by adding deep operational expertise in digital delivery fulfillment, Master QC, content localization, and OTT content testing to longstanding studio relationships. The Company’s Connected TV monetization platform, IndiCue, provides proprietary location-based digital advertising technology solutions that offer advertisers a targetable, measurable, and accountable way to utilize CTV media and data solutions at scale. The Company also provides solutions for media owners, including an advertising platform for Digital Out-of-Home networks that enables users to manage advertising inventory, optimize sales, and monetize unsold inventory.

The Company distributes products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as leading international and domestic content creators, movie producers, television producers and other short-form digital content producers. Cineverse collaborates with producers, major brands and other content owners to market, source, curate and distribute quality content to targeted audiences through existing and emerging digital home entertainment platforms including but not limited to Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as physical goods including DVD and Blu-ray Discs. The Company believes its scaled channel portfolio, its superior capabilities in launching and managing channels at scale, and its strategic partnerships with key content owners and platforms will provide it with a strategic advantage to gain considerable market share in the foreseeable future. The Company believes its large content library, long-standing relationships with digital platforms, state of the art technologies and years of experience operating and growing streaming audiences will allow it to continue to build a diversified portfolio of services and offerings that generate recurring revenue streams from advertising, subscriptions, merchandising, and services.

Cineverse generates revenue through streaming and digital services, base distribution, advertising technology and services, podcast and other, and media services. The Company’s streaming channels reach audiences direct-to-consumer, through major application platforms, and through third-party distributors of content on platforms. The Company has rights to a library of over 66,000 titles ¹, has reached over 130 million streaming viewers ², has over 1.5 million SVOD subscribers ³, and 25 million followers on social media ⁴. The Company operates channels in numerous specialty sectors including faith and family, anime, action, horror, sports, Westerns, Asian, stand-up comedy, and other major segments. The Company believes the enthusiast segment provides a significant and underserved market opportunity on a global basis.

For the fiscal year ended March 31, 2026, streaming and digital revenue was $40.186 million ⁵, base distribution revenue was $9.534 million ⁶, advertising technology and services revenue was $7.922 million ⁷, podcast and other revenue was $4.388 million ⁸, and media services revenue was $3.830 million ⁹. For the fiscal year ended March 31, 2025, streaming and digital revenue was $44.408 million ¹⁰, base distribution revenue was $28.614 million ¹¹, advertising technology and services revenue was $0 ¹², podcast and other revenue was $4.946 million ¹³, and media services revenue was $0 ¹⁴. Streaming and digital revenue represented 61% ¹⁵ of total revenue in fiscal 2026 versus 57% ¹⁶ in fiscal 2025. Base distribution revenue represented 15% ¹⁷ of total revenue in fiscal 2026 versus 37% ¹⁸ in fiscal 2025. Advertising technology and services revenue represented 12% ¹⁹ of total revenue in fiscal 2026 versus 0% ²⁰ in fiscal 2025.

On February 12, 2026, the Company issued and sold convertible notes in the aggregate principal amount of $13,000,000 ²¹ to certain lenders pursuant to note purchase agreements. The notes mature on the earlier of the four-year anniversary of issuance and an event of default, bear interest at a rate of 9% ²² per annum payable in cash or in shares of Common Stock in the holder’s discretion, and have a conversion price per share of $2.00 ²³. On February 17, 2026, the Company sold in a public offering an aggregate of 1,725,000 ²⁴ shares of Common Stock at a price of $2.00 ²⁵ per share for aggregate gross proceeds of approximately $3.45 million ²⁶. On May 3, 2024, the Company entered into an at-the-market sales agreement with A.G.P./Alliance Global Partners and The Benchmark Company, LLC to offer and sell shares of Common Stock for an aggregate offering price of up to $15 million ²⁷; during the year ended March 31, 2026, the Company sold 397 thousand ²⁸ shares for net proceeds of $1.0 million ²⁹. On April 5, 2024, a wholly-owned subsidiary entered into a Loan and Security Agreement with BondIt LLC for a term loan with a principal amount not to exceed $3,666,000 ³⁰ with a maturity date of April 1, 2025; the loan incurred no interest other than an interest advance equal to $576,000 ³¹ at closing. During fiscal 2026, the Company paid the T3 Lender $700,000 ³² in Participation Interest and negotiated a reduction to the accrued Participation Interest of $375 thousand ³³ and made a final payment of $944 thousand ³⁴ to the T3 Lender. On February 12, 2026, the Company acquired IndiCue. On January 7, 2026, the Company acquired Giant Worldwide. On February 28, 2025, the Board approved the renewal of the stock repurchase program for another year, at which time it expired on March 31, 2026.

For the fiscal year ended March 31, 2026, total revenues were $65.860 million ³⁵ compared to $77.968 million ³⁶ in fiscal 2025, a decrease of $12.108 million ³⁷ or 16% ³⁸. Net loss attributable to common stockholders was $(9.2) million ³⁹ for fiscal 2026. As of March 31, 2026, the Company had an accumulated deficit of $510.1 million ⁴⁰ and net cash used in operations for fiscal 2026 was $26.5 million ⁴¹. The Company had negative working capital of $(12.2) million ⁴² and cash and cash equivalents of $3.4 million ⁴³ as of March 31, 2026. Total equity was $43.4 million ⁴⁴ as of March 31, 2026.

The Company believes it is positioned to deliver sustained profitable growth in the future by executing on several key areas of focus: content — acquiring and distributing high-quality, curated content through SVOD, AVOD and linear FAST channels; audience — growing viewership and subscription numbers significantly beyond the current base of more than 76 million monthly viewers ⁴⁵ to potentially hundreds of millions of global viewers across billions of connected devices; technology and distribution — expanding streaming content and media services businesses through its Matchpoint platform, offering targetable, measurable, and accountable CTV solutions through advertising technology, launching and scaling its portfolio of enthusiast streaming channels, accelerating device and platform reach through expanded partnership deals with connected streaming TV companies including Amazon, Samsung, Roku, YouTube TV and Vizio, as well as large OEMs, cable companies and technology platforms including LG, Sling TV, and others, and licensing film and TV content to leading players in the OTT streaming ecosystem with Amazon, Apple, Netflix and Google; and financial performance/metrics — driving EBITDA through incremental revenue growth from technology product launches such as Matchpoint, expansion of distribution, improved monetization and partnerships, and continuous efforts on cost mitigation.

The Company pursues accretive mergers and acquisitions opportunities in order to grow profitably and fortify its competitive advantage. As part of its M&A strategy, the Company explores opportunities for new technology and other revenue channels including e-commerce, podcasts and merchandise, and leverages its proprietary tech platform Matchpoint, which allows for onboarding multiple acquisitions concurrently. The Company believes its success, market leadership and scale will continue to attract strong brands, media companies, and CTV supply partners.

The filing does not contain specific margin or cost outlook figures or efficiency targets.

As of March 31, 2026, the Company had 300 employees ⁴⁶, 291 full-time ⁴⁷ and 9 part-time, on-leave, or temporary ⁴⁸. Of these employees, 159 are in operations ⁴⁹, 50 are in sales and marketing ⁵⁰, and 91 are in executive, finance, technology and administrative functions ⁵¹. There are 145 employees based in the United States ⁵² and 155 employees based in India ⁵³. The Company utilizes a combination of proprietary and third-party technology to operate its business, including technology developed to recommend and promote content to consumers and enable fast and efficient delivery of content to users and their various consumer electronic devices. The Company relies upon Amazon Web Services and Google Cloud Platform to operate certain aspects of its service, and runs the vast majority of its computing on AWS.

The filing does not specify R&D spending levels, capital expenditure plans, or share repurchase authorization amounts for the upcoming period. The Company has never paid any cash dividends on its Common Stock and does not anticipate paying any on its Common Stock in the foreseeable future. The holders of the Series A 10% Non-Voting Cumulative Preferred Stock are entitled to receive dividends; there were $356 thousand ⁵⁴ of cumulative dividends in arrears on the Preferred Stock as of March 31, 2026.

The Company faces the risks of doing business in new and rapidly evolving markets and may not be able to successfully address such risks and achieve acceptable levels of success or profits. The Company has encountered and may continue to encounter challenges including limited operating experience, net losses, lack of sufficient customers or loss of significant customers, a changing business focus, increased competition, ability to significantly increase its subscriber base and retain customers, fluctuations in the use of the internet for the purchase of consumer goods and services, the success of content licensing to/from other media companies, technical difficulties, system downtime or internet disruptions, the downward trend in sales of physical DVD and Blu-ray discs, ability to successfully manage integration of operations and technology from possible future acquisitions, rapidly changing technology, difficulties in managing potentially rapid growth, and general economic conditions. The Company expects competition to be intense and many current and potential competitors may have longer operating histories and greater financial, technical, marketing and other resources, which may permit them to adopt aggressive pricing policies.

The Company's advertising technology growth is subject to the growth of connected television and the platforms to which it has access. If CTV advertising spend grows more slowly than expected, shifts toward walled gardens or platforms the Company cannot access, or concentrates among a limited number of large platforms or sellers, the Company's operating results and growth prospects could be harmed. The Company's ability to attract advertising demand depends on maintaining and expanding access to high-quality CTV inventory across owned-and-operated properties and third-party partners. The Company's relationships with buyers and sellers are generally non-exclusive, may be terminated on relatively short notice, and typically do not include minimum volume or long-term commitments, which exposes the Company to the risk of rapid and significant reductions in revenue. The Company's advertising technology is a complex, real-time technology platform that must continuously process large volumes of ad requests and deliver campaigns across multiple devices and formats, particularly high-bandwidth CTV environments, and any failure to maintain, scale, and enhance this platform could harm the business.

The Company faces intense competition in the technology and content distribution business from competitors with longer operating histories and greater financial, technical, marketing and other resources, which may permit aggressive pricing policies and could result in reduced revenues or loss of market share. The Company has incurred long-term losses, with a net loss attributable to common stockholders of $(9.2) million ⁵⁵ for fiscal 2026, an accumulated deficit of $510.1 million ⁵⁶, negative working capital of $(12.2) million ⁵⁷, and net cash used in operations of $26.5 million ⁵⁸ for the year ended March 31, 2026. The Company's ability to utilize its net operating loss carryforwards of $19.2 million ⁵⁹ is subject to substantial limitations under Section 382 of the Internal Revenue Code due to ownership changes on November 1, 2017, September 15, 2020, and November 1, 2022, which could result in increased future tax payments. The Company's advertising technology business depends on the continued expansion of ad-supported CTV and streaming, and its relationships with buyers and sellers are generally non-exclusive and may be terminated on relatively short notice without minimum volume commitments, exposing the Company to rapid and significant reductions in revenue. The Company's outstanding indebtedness, including $9.4 million ⁶⁰ drawn on the Line of Credit Facility and $13,000,000 ⁶¹ in convertible notes issued in February 2026, could require a significant portion of cash flow from operations to be dedicated to principal and interest payments, and the credit facilities contain covenants that restrict operations.

Management's message emphasizes that Cineverse has transformed itself into a leading technology and independent streaming company with a long legacy in using technology to transform the entertainment industry. Management believes the Company is well positioned in a changing media and entertainment landscape and that the enthusiast segment provides a significant and underserved market opportunity on a global basis. Management believes the Company is positioned to deliver sustained profitable growth in the future by executing on several key areas of focus: content, audience, technology and distribution, and financial performance/metrics. Management's plans with respect to the Company's recurring net losses and net operating cash outflows include efforts in increasing revenue from existing services as well as offering new services, which may result in additional income from operations. Management believes cash flow from operations, available borrowings and loan and credit agreement terms will be adequate to meet future liquidity needs through at least the next twelve months, based on significant assumptions including that there will be no material adverse developments in the business, liquidity or capital requirements.