UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
November 10, 2022
(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.) |
| 244 Fifth Avenue, Suite M289, New York, NY | 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 Capital Market |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In a Current Report on Form 8-K filed on November 15, 2022, Cinedigm Corp. (the “Company”) stated that it amended its 2017 Equity Incentive Plan (the “Plan Amendment”) to increase the number of shares authorized for issuance thereunder from 18,098,270 to 25,098,270. The Company had originally believed the Plan Amendment to have been approved by the Company’s stockholder at the annual meeting of stockholders of the Company held on November 10, 2022. In reviewing the voting results on the Plan Amendment proposal, the Company has determined that the Plan Amendment did not receive the requisite vote of stockholders for approval. Accordingly, the Plan Amendment is not effective, and the number of shares authorized for issuance under the Plan remains 18,028,270.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) 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.
Dated: December 14, 2022
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By: | /s/ Gary S. Loffredo |
| Name: | Gary S. Loffredo | |
| Title: | President, Chief Operating Officer, General Counsel & Secretary |
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