Cineverse Corp. Enters Exchange Agreement for Series A Preferred Stock

On April 27, 2026, Cineverse Corp. (the "Company") entered into an exchange agreement with OCI-Cinedigm, LLC. The agreement allows the Company to issue shares of its Class A common stock in exchange for shares of the Company's Series A Preferred Stock held by OCI-Cinedigm, LLC. The exchange will occur in five tranches, starting May 1, 2026. The number of common shares issued per tranche will be determined by the 5-day volume-weighted average price of the common stock preceding the exchange. The Company is authorized to issue up to 1,500,000 shares of common stock under this agreement. The exchanged preferred stock will be retired. The Company also agreed to issue additional common shares to cover accrued dividends on the preferred stock being exchanged. The issuance of these common shares is being made in reliance on exemptions from registration under the Securities Act of 1933, specifically Section 3(a)(9) and/or Section 4(a)(2). The agreement includes representations and warranties from both the Company and OCI-Cinedigm, LLC regarding their authority, the legality of the transaction, and compliance with securities laws. OCI-Cinedigm, LLC represents that it is an accredited investor and has evaluated the risks associated with the exchange. Restrictions are placed on the resale of the common shares received by OCI-Cinedigm, LLC to comply with Rule 144.