0001679063 false 0001679063 2023-05-18 2023-05-18 0001679063 us-gaap:CommonStockMember 2023-05-18 2023-05-18 0001679063 us-gaap:PreferredStockMember 2023-05-18 2023-05-18 0001679063 csse:NotesMember 2023-05-18 2023-05-18 0001679063 csse:RedeemableWarrantsMember 2023-05-18 2023-05-18 0001679063 csse:ClassWWarrantsToPurchaseClassACommonStockMember 2023-05-18 2023-05-18 0001679063 csse:ClassZWarrantsToPurchaseClassACommonStockMember 2023-05-18 2023-05-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): May 18, 2023

 

Chicken Soup for the Soul Entertainment Inc.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38125   81-2560811

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

132 E. Putnam Avenue, Floor 2W, Cos Cob, CT   06807
(Address of Principal Executive Offices)   (Zip Code)

 

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

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

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 ¨

 

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:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   CSSE   The Nasdaq Stock Market LLC
9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share   CSSEP   The Nasdaq Stock Market LLC
9.50% Notes due 2025   CSSEN   The Nasdaq Stock Market LLC
Redeemable warrants, each 11.494 warrants exercisable for one share of common stock at an exercise price of $132.18 per share   CSSEL   The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Class W Warrants to purchase Class A Common Stock   CSSEW   OTC Markets
Class Z Warrants to purchase Class A Common Stock   CSSEZ   OTC Markets

 

 

 

 

 

ITEM 8.01.OTHER EVENTS.

 

On May 18, 2023, Chicken Soup for the Soul Entertainment Inc. (the “Company”) announced the timing for the payment of its declared regular monthly dividend, for June 2023, of $0.2031 per share of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”). The dividend will be payable on or around June 15, 2023 to holders of record as of May 31, 2023. The dividend will be paid in cash.

 

On May 18, 2023, the Company issued a press release announcing the dividend. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01.FINANCIAL STATEMENT AND EXHIBITS.

 

(d)       Exhibits:

 

  Exhibit No. Description
     
 99.1Press Release, dated May 18, 2023.
   
 104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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. 

 

Dated:     May 18, 2023 CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
     
  By: /s/ William J. Rouhana, Jr.
    Name: William J. Rouhana, Jr.
    Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Chicken Soup for the Soul Entertainment Announces Timing of Regular Monthly Dividend for June for Series A Cumulative Redeemable Perpetual Preferred Stock

 

COS COB, CT – May 18, 2023 – Chicken Soup for the Soul Entertainment Inc. (Nasdaq: CSSE, CSSEP, CSSEL, CSSEN), one of the largest providers of premium content to value-conscious consumers, today announced the timing for the payment of its declared regular monthly dividend of $0.2031 per share of its 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock for June 2023. The dividend will be payable on or around June 15, 2023 to holders of record as of May 31, 2023. The dividend will be paid in cash.

 

About Chicken Soup for the Soul Entertainment

 

Chicken Soup for the Soul Entertainment (Nasdaq: CSSE) provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name.

 

Forward-Looking Statements and Available Information

 

This press release includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Such assumptions involve a number of known and unknown risks and uncertainties, including but not limited to risks relating to our core strategy, operating income and margin, seasonality, liquidity, including cash flows from operations, available funds, and access to financing sources, free cash flows, revenues, net income, profitability, stock price volatility, future regulatory changes, price changes, ability to achieve and sustain market acceptance of our content streaming services and other content offerings, ability to recruit and retain officers, key employees, or directors, ability to protect our intellectual property, ability to complete and integrate into our existing operations future strategic acquisitions, ability to manage growth, ability to pay dividends and our debt obligations, as well as evolving regulatory or other operational risks, and risks presented by changing general market conditions impacting demand for our services. For a more complete description of these and other risks and uncertainties, please refer to Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements contained in this press release. Information regarding the acquisition of Redbox and related transactions is qualified by reference to the Company’s Current Reports on Form 8-K filed with the SEC on May 11, 2022 as amended May 12, 2022, June 6, 2022, August 12, 2022, November 14, 2022 and thereafter from time to time, and all exhibits filed with respect to such reports. The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

###

 

INVESTOR RELATIONS 

Zaia Lawandow

Chicken Soup for the Soul Entertainment 

Zlawandow@chickensoupforthesoul.com

 

MEDIA CONTACT

Peter Binazeski

Chicken Soup for the Soul Entertainment Corporate

pbinazeski@chickensoupforthesoul.com