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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 6, 2021

(Date of earliest event reported)

 

Cinedigm Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-31810   22-3720962
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

237 West 35th Street, Suite 605, New York, New York   10001
(Address of principal executive offices)   (Zip Code)

 

212-206-8600

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock   CIDM   Nasdaq Global Market

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)       On August 6, 2021, Tom Bu resigned from the Board of Directors (the “Board”) of Cinedigm Corp. (the “Company”), effective immediately, to pursue other personal interests. Mr. Bu was a designee of Bison Entertainment Investment Limited (“Bison”) pursuant to designation rights (the “Designation Rights”) in the Stock Purchase Agreement dated as of June 29, 2017 between Bison and the Company.

 

(d)       On August 9, 2021, the Board appointed Ashok Amritraj as a director to fill the vacancy resulting from Mr. Bu’s resignation. Mr. Amritraj will serve on the Audit Committee and the Nominating Committee of the Board.

 

Mr. Amritraj, age 65, has been Chairman and CEO of Hyde Park Entertainment, Inc. since 2000 and is an internationally renowned award-winning film producer, having made over 100 films during the span of his 35-year career. Mr. Amritraj is involved with philanthropic causes, and was appointed a United Nations India Goodwill Ambassador in 2016 and, in 2018, by decree of the President of the Republic of France, was appointed a Chevalier (Knight) of the Ordre National du Merité. Mr. Amritraj serves on the Producers A2025 Committee to advance inclusion and equitable opportunities at the Academy of Motion Picture Arts and Sciences as well as on the advisory board for the Dodge Film School at Chapman University.

 

Mr. Amritraj will receive compensation for service to the Board in accordance with the non-employee director compensation program paid by the Company to all non-employee directors.

 

On August 10, 2021, the Company issued a press release announcing Mr. Amritraj’s appointment, a copy of which is filed herewith as Exhibit 99.1.

 

(e)       On August 6, 2021, the Company amended its 2017 Equity Incentive Plan (the "Plan Amendment") to increase the maximum amount of shares that can be issued to non-employee directors on an annual basis. The Plan Amendment does not constitute a material amendment pursuant to Nasdaq Listing Rule 5635(c).

 

The foregoing description of the Plan Amendment is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Amendment No. 4 to the 2017 Equity Incentive Plan.
99.1   Press release dated August 10, 2021.

 

1

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    CINEDIGM CORP.
Dated: August 10, 2021   By: 

 

 

/s/ Gary S. Loffredo

      Gary S. Loffredo
President, Chief Operating Officer, General Counsel and Secretary

 

 

2

 

Exhibit 10.1

 

AMENDMENT NO. 4

TO

CINEDIGM CORP. 2017 EQUITY INCENTIVE PLAN

 

AMENDMENT NO. 4, dated as of August 6, 2021 (this "Amendment"), to the 2017 Equity Incentive Plan (as amended, the "Plan") of Cinedigm Corp., a Delaware corporation (the "Corporation").

WHEREAS, the Corporation maintains the Plan, effective as of August 31, 2017; and

WHEREAS, the Compensation Committee of the Board of Directors of the Corporation has the authority to amend the Plan pursuant to Section 19.1 thereof.

NOW, THEREFORE, BE IT

RESOLVED that, effective as of the date hereof, the Plan is hereby amended as follows:

1.  Section 4.1(c) of the Plan is revised and amended to read as follows:

"(c) The aggregate fair market value (determined for each grant as of its Grant Date) of Shares that may be issued in the aggregate to all Nonemployee Directors in any one (1) Plan Year shall not exceed $1,000,000."

2.  In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.

  CINEDIGM CORP.
   
  By:  /s/ Christopher J. McGurk
    Name: Christopher J. McGurk
Title: Chief Executive Officer

 

Exhibit 99.1

 

Cinedigm Announces Appointment of Ashok Amritraj to Board of Directors

 

Prolific Producer of over 100 Major Studio and Independent Films Provides Expertise for Cinedigm’s Content Strategy and International Expansion

 

LOS ANGELES -- (August 10, 2021) -- Cinedigm (NASDAQ: CIDM), the leading independent streaming company super-serving enthusiast fan bases, announced today the appointment of Ashok Amritraj to the Cinedigm Board of Directors, effective immediately.

 

Amritraj is Chairman and CEO of Hyde Park Inc. and brings an exceptionally diverse resume that has seen him wearing the whites of Wimbledon, excelling as an award-winning producer and serving as a United Nations India Goodwill Ambassador. The former professional tennis player set his sights on Hollywood, and over his 35-year career, has produced more than 100 films, including Ghost Rider: Spirit of Vengeance, 99 Homes, Bringing Down the House and Walking Tall. Amritraj has worked with some of the biggest stars in the business including Dwayne “The Rock” Johnson, Bruce Willis, Sandra Bullock, Idris Elba, Angelina Jolie, Queen Latifah, and Jennifer Aniston. He also established Hyde Park Entertainment Asia to produce films and television series from Asian and Indian creators. The company’s slate includes the Pulitzer Prize finalist “Maximum City”, written and directed by acclaimed filmmaker Anurag Kashyap, and the best-selling novel “Paradise Towers” with India’s leading female filmmaker Zoya Akhtar.

 

Amritraj’s exceptional achievement is matched only by his commitment to philanthropic endeavors worldwide especially in the creation of diverse, inclusive and socially relevant content. In 2016, Amritraj was appointed a United Nations India Goodwill Ambassador and two years later, by decree of the President of the Republic of France, he was appointed a Chevalier (Knight) of the Ordre National du Merité.

 

“I have known Ashok for 30 years, and worked with him extensively at Disney, Universal, MGM and Overture Films,” said Chris McGurk, Chairman & CEO of Cinedigm. “Successful films we worked on together, including Bandits, Walking Tall and Traitor, gave me a firsthand look into how Ashok conducts his business. A first-rate producer of quality films with a sharp international perspective, he will play a pivotal role in helping to guide the Company’s content strategy in addition to cultivating Cinedigm’s global reach. Obviously, his experience, reputation and vast array of relationships in India and South Asia will also help propel our business there, where we recently launched Cinedigm India.”

 

“It is exciting to join Cinedigm’s Board at this important moment in the Company’s evolution,” said Amritraj. “With such a talented management team leading the charge under Chris McGurk, I look forward to bringing my industry experience as the company establishes itself as a leading global independent streaming player and charts its future in film and television production and distribution.”

 

“We are extremely pleased to welcome Ashok Amritraj to the Cinedigm Board," said Peter C. Brown, Cinedigm Director and Chairman of the Nominating and Governance Committee. "With a proven track record in the entertainment industry, he will be an invaluable asset to the company. We also look forward to tapping into his international experience as Cinedigm builds toward the future.”

 

The Board appointment comes on the heels of the Company’s acquisition of advanced streaming technology FoundationTV and the launch of Cinedigm India as Cinedigm looks to build their presence in the emerging South Asia market and the rest of the world. FoundationTV is a comprehensive video streaming technology, artificial intelligence, machine-learning, and data analytics platform provider. Based in India, the Company co-developed the Matchpoint technology platform that currently powers Cinedigm's portfolio of streaming channels and digital video distribution business.

 

An innovator in the digital transformation of the entertainment industry for more than two decades, Cinedigm’s core mission is to entertain the world by building the world’s best portfolio of enthusiast channels and services for the streaming generation. Through a diverse mix of premium SVOD services and dedicated AVOD and FAST channels, Cinedigm’s streaming portfolio reaches indie film (Fandor), horror (Screambox & Bloody Disgusting) and family entertainment (Dove Channel), as well as dedicated channels for iconic entertainers, led by Bob Ross (The Bob Ross Channel). Cinedigm’s ultimate goal is to build destinations that immerse viewers in content they love while staying at the forefront of technology as the streaming industry continues to evolve.

 

###

 

 

 

 

ABOUT CINEDIGM

 

For more than twenty years, Cinedigm (NASDAQ: CIDM) has led the digital transformation of the entertainment industry. Today, Cinedigm entertains hundreds of millions of consumers around the globe by providing premium content, streaming channels and technology services to the world’s largest media, technology and retail companies. For more information, visit http://www.cinedigm.com/.

 

Cinedigm uses, and will continue to use, its website, press releases, SEC filings, and various social media channels, including Twitter (https://twitter.com/cinedigm), LinkedIn https://www.linkedin.com/company/cinedigm/), Facebook (https://facebook.com/Cinedigm), StockTwits (https://stocktwits.com/CinedigmCorp) and the Company website (www.cinedigm.com) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases, SEC filings, and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases, SEC filings and on the social media channels identified above, as such information could be deemed to be material information.

 

ABOUT HYDE PARK ENTERTAINMENT

 

HYDE PARK ENTERTAINMENT INC. (Hyde Park) is one of the leading independent entertainment companies in Hollywood today.

Founded by internationally-renowned, award-winning producer Ashok Amritraj. Hyde Park is known for pushing the boundaries of diversity and inclusiveness in cinema. Amritraj has grown Hyde Park into a cutting-edge independent alternative to the traditional Hollywood system, fully realizing his vision for a progressive global company that incorporates the most essential elements of a full-fledged studio.

 

Hyde Park’s current slate includes the biopic of tennis icon & activist ARTHUR ASHE written by Academy Award winner Kevin Willmott with Warner Music Group; Richard Wright’s THE MAN WHO LIVED UNDERGROUND in partnership with Kenya Barris’ Khalabo Ink Society and Paramount Pictures, the major animated musical PASHMINA with Netflix to be directed by Gurinder Chadha; a remake of Blake Edward’s iconic film “10” with Warner Bros; AMNESTY with Netflix to be written and directed by acclaimed filmmaker Ramin Bahrani; and the RUBIK’s CUBE film based on the world’s bestselling toy with Endeavor Content.

 

PRESS CONTACT FOR CIDM:

 

DKC Public Relations

cinedigm@dkcnews.com

 

High Touch Investor Relations

Cinedigm@htir.net