UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2022

Registrant’s telephone number, including area code: (855) 398-0443

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):

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 x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 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:

As previously disclosed, on August 11, 2022, in connection with its acquisition of Redbox Entertainment, Inc. (the “Acquisition”) consummated as of such date (the “Closing”), Chicken Soup for the Soul Entertainment, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (“HPS Credit Agreement”) by and among the Company, as primary borrower, Redbox Automated Retail LLC, as co-borrower (“Redbox Automated”), the Lenders named therein, and HPS Investment Partners LLC, as administrative agent and collateral agent (“HPS”). In connection with the HPS Credit Agreement, the Company issued HPS and affiliates a five-year warrant (“HPS Warrant”) to purchase up to an aggregate of 1,011,530 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Company Class A Common Stock”), at a per-share exercise price of $0.0001. The HPS Warrant included customary cashless exercise provisions. The HPS Warrant is governed by the Warrant Agreement (the “Warrant Agreement”), dated as of August 11, 2022, by and between the Company and HPS lenders signatory thereto. The Company also granted registration rights to HPS under which the Company was required to, among other actions, within 30 days of the Closing, file a registration statement on Form S-3 with respect to the shares of Company Class A Common Stock issuable upon exercise of the HPS Warrant. The obligations of the Company and its subsidiary guarantors under the HPS Credit Agreement were secured by a first priority lien in substantially all of the assets of the Company and its subsidiaries, subject to certain exceptions.

Pursuant to valid warrant exercise notice, on September 9, 2022, the Company issued 1,011,530 shares of Company Class A Common Stock (after giving effect to the cashless exercise for avoidance of doubt) in respect of the exercise of the HPS Warrant. The shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933 as amended (the “Act”). Such issuance satisfied the Company’s obligations under the HPS Warrant and Warrant Agreement and therefore had the effect of terminating the HPS Warrant and Warrant Agreement respectively pursuant to their respective terms. The Company has filed a registration statement on Form S-3 with respect to such issued shares of Company Class A Common Stock in accordance with the registration rights described above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.