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): July 10, 2018
| 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: (203) 861-4000
| 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 Holdco 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 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. ¨
| ITEM 8.01 | OTHER EVENTS. |
As previously disclosed, Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”) entered into an Underwriting Agreement, dated June 27, 2018, between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein for the sale of shares of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001, which included a grant to the underwriters’ of an over-allotment option. On July 10, 2018, the Company consummated the closing of the sale of 46,497 shares (the “Shares”) of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock as a result of the partial exercise of the underwriters’ over-allotment option. The Shares were sold at a price of $25.00 per share. The sale of the Shares generated total net proceeds, after payment of the total underwriting fees, of $1,092,679.
On July 10, 2018, the Company issued a press release announcing the consummation of the sale of the Shares pursuant to the over-allotment option. 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 |
| 99.1 | Press Release, dated July 10, 2018. |
| 2 |
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.
| Dated: July 10, 2018 | CHICKEN SOUP FOR THE SOUL | |
| ENTERTAINMENT INC. | ||
| By: | /s/ William J. Rouhana, Jr. | |
| Name: William J. Rouhana, Jr. | ||
| Title: Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Chicken Soup for the Soul Entertainment Announces Partial Exercise of Underwriters' Option to Purchase Additional Shares of Series A Redeemable Perpetual Preferred Stock Offering
Shares Are Not Convertible into Any of the Company’s Other Securities
COS COB, CT – July 10, 2018 – Chicken Soup for the Soul Entertainment, Inc. (“CSS Entertainment”) (Nasdaq: CSSE), a growing media company building online video on-demand (“VOD”) networks that provide positive and entertaining video content for all screens, today announced that the underwriters of its recent public offering have partially exercised their over-allotment option by purchasing an additional 46,497 Series A Cumulative Redeemable Perpetual Preferred Stock at a price of US $25 per share, for additional gross proceeds to Chicken Soup for the Soul Entertainment of US $1,162,425. Closing of the partial exercise of the over-allotment option was completed today.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services (NYSE American: LTS), acted as sole book-running manager of the offering. The Benchmark Company and Northland Capital Markets acted as co-managers.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus, copies of which may be obtained from any of the underwriters, including the offices of:
Ladenburg Thalmann & Co.
Attn: Syndicate Department
277 Park Avenue, 26th Floor
New York, NY 10172
212-409-2000
Email: prospectus@ladenburg.com
The Benchmark Company, LLC
Attn: Prospectus Department
150 E 58th Street, 17th floor
New York, NY 10155
212-312-6700
Email: prospectus@benchmarkcompany.com
Northland Capital Markets
Attn: Heidi Fletcher
150 South Fifth Street, Suite 3300
Minneapolis, MN 55402
800-851-2920
Email: hfletcher@northlandcapitalmarkets.com
www.cssentertainment.com | @CSSEntertain | www.facebook.com/chickensoupforthesoul |
ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT
Chicken Soup for the Soul Entertainment, Inc. is a growing media company with online video on-demand (“VOD”) networks that provide positive and entertaining video content for all screens. The company also curates, produces and distributes long- and short-form video content that brings out the best of the human spirit, and distributes the online content of its affiliate, A Plus. The company’s subsidiary, Screen Media, is a leading global independent television and film distribution company that owns one of the largest independently owned television and film libraries. The company also owns Popcornflix®, a popular online advertiser-supported VOD (“AVOD”) network, and four additional AVOD networks that collectively have rights to exhibit thousands of movies and television episodes. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the offering circular) and uncertainties which could cause actual results to differ from the forward-looking statements. The company expressly disclaims any obligations 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. Investors should realize that if our underlying assumptions for the projections contained herein prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections.
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INVESTOR RELATIONS
James Carbonara
Hayden IR
james@haydenir.com
(646) 755-7412
MEDIA CONTACT
Kate Barrette
RooneyPartners LLC
kbarrette@rooneyco.com
(212) 223-0561
www.cssentertainment.com | @CSSEntertain | www.facebook.com/chickensoupforthesoul |