Cheer Holding, Inc. current report, 29 May 2020

Filing Summary

Registrant: Glory Star New Media Group Holdings Limited (now identified in the request metadata as Cheer Holding, Inc.)

Filing type and date: Form 8-K, filed June 1, 2020, reporting events occurring May 29, 2020. The filing concerns equity compensation and an amendment to the company’s 2019 Equity Incentive Plan; it does not report operating results for a fiscal period.

Equity Awards and Plan Amendment

RecipientPositionShares Granted
Bing ZhangChairman and Chief Executive Officer760,000
Jia LuDirector and Senior Vice President of Glory Star Media (Beijing) Co., Ltd.230,000
Ian LeeChief Financial Officer45,000
Ran ZhangVice President and Supervisor of Glory Star Media (Beijing) Co., Ltd.10,000

The aggregate awards totaled 1,045,000 ordinary shares under the 2019 Equity Incentive Plan. Fifty percent vested immediately on the grant date, and the remaining 50% was scheduled to vest 90 days after the grant date, subject to continued employment. Unvested shares are forfeited.

The Board amended the plan to clarify that the definition of “subsidiary” includes the company’s variable interest entities.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial performance metrics.

Material Changes, Risks, and Unusual Items

  • The principal reported change was the grant of restricted stock awards to executive officers and a key employee.
  • The awards may result in equity dilution and stock-based compensation expense; the filing text does not provide the grant-date fair value or expected accounting expense.
  • Vesting depends on continued employment, and unvested shares are subject to forfeiture.
  • The plan amendment expands or clarifies coverage of the company’s variable interest entities, which is relevant to the structure through which certain operations may be conducted.

Investor Verification Items

  • Verify the current corporate name, ticker, share count, and the final status of the 1,045,000 awarded shares.
  • Review Exhibits 10.1 and 10.2 for the detailed award terms and amended plan language.
  • Assess the potential dilution and stock-based compensation impact in subsequent periodic filings.
  • Confirm whether all second-tranche shares vested after the 90-day service period.