Business Context and Reporting Period
This Form 8-K was filed by Cinedigm Corp. (referred to as Cineverse Corp. in metadata) on December 12, 2018. The report addresses a notice of delisting or failure to satisfy continued listing standards with The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The only financial metric disclosed is the market status of the Class A common stock:
- Minimum Bid Price Requirement: $1.00 per share (not met for 30 consecutive business days).
- Minimum Market Value of Publicly Held Shares (MVPHS): $15,000,000 (not met for 30 consecutive business days).
Material Changes
The Company received two deficiency notices from Nasdaq on December 12, 2018:
- Bid Price Notice: The closing bid price of the Common Stock fell below the $1.00 minimum required by Nasdaq Listing Rule 5450(a)(1).
- MVPHS Notice: The market value of publicly held shares fell below the $15,000,000 minimum required by Nasdaq Listing Rule 5450(b)(3)(C).
These notices do not result in immediate delisting but indicate a failure to meet continued listing standards.
Outlook, Management Commentary, and Risks
Compliance Period: The Company has been granted 180 calendar days (until June 10, 2019) to regain compliance. To cure the deficiencies, the stock must meet the respective thresholds for a minimum of ten consecutive business days within this period.
Remediation Strategy: Management is monitoring the stock price and considering options to regain compliance, including a reverse stock split. The Board of Directors and stockholders have already approved a reverse stock split via written consent, though no final decision has been made to implement it at this time.
Contingencies: If the Company fails to regain compliance by June 10, 2019, it may be eligible for an additional 180-day compliance period if it meets certain continued listing standards and provides written notice of its intention to cure the deficiency. Failure to eventually comply could result in delisting.
Investor Verification Checklist
- Verify the current closing bid price of Cinedigm Corp. Class A common stock against the $1.00 threshold.
- Confirm the current Market Value of Publicly Held Shares (MVPHS) against the $15,000,000 threshold.
- Monitor for official announcements regarding the implementation of the approved reverse stock split.
- Track the Company's progress toward meeting the ten consecutive business day requirement before the June 10, 2019 deadline.