Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2021, Cinedigm Corp. (the "Company") entered into an exchange
agreement (the "Exchange Agreement") with a holder of notes under its Second
Lien Loan Agreement dated as of July 14, 2016 among the Company, the lenders
party thereto, and Cortland Capital Market Services LLC, as Agent ("Second Lien
Notes"). Pursuant to the Exchange Agreement, the Company issued an aggregate of
1,247,626 shares of its Class A common stock, par value $0.001 per share (the
"Common Stock") in exchange for an aggregate of $1,289,650.37 of principal
amount of Second Lien Notes. The exchanged Second Lien Notes were immediately
cancelled. The exchange was consummated on January 21, 2021.
The foregoing description of the Exchange Agreement is qualified in its entirety
by reference to such agreement, which will be filed in accordance with SEC
rules and regulations.
On January 25, 2021, the Company issued a press release relating to the
reduction of debt described in this Current Report on Form 10-K, which press
release is attached hereto as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above is incorporated herein by
reference. The shares of Common Stock were issued pursuant to Section 3(a)(9) of
the Securities Act of 1933, as amended (the "Section 3(a)(9)").
In two separate exchanges with another holder of Second Lien Notes, on
January 14, 2021 and January 21, 2021, the Company issued 689,500 shares and
580,448 shares of Common Stock in exchange for $500,000 and $600,000 principal
amount, respectively, of Second Lien Notes. The exchanged Second Lien Notes were
immediately cancelled. The shares of Common Stock were issued pursuant to
Section 3(a)(9).
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