false 0001679063 8-K/A 0001679063 2024-04-29 2024-04-29 0001679063 us-gaap:CommonStockMember 2024-04-29 2024-04-29 0001679063 us-gaap:PreferredStockMember 2024-04-29 2024-04-29 0001679063 csse:NotesMember 2024-04-29 2024-04-29 0001679063 csse:RedeemableWarrantsMember 2024-04-29 2024-04-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

Amendment No. 1

to 

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): April 29, 2024

 

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   Trading 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 Z Warrants to purchase Class A Common Stock   CSSEZ   OTC Markets

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2024 by Chicken Soup for the Soul Entertainment, Inc. (the “Company”), on April 29, 2024, the Company entered into an agreement that allowed it to raise $175 million of additional working capital prior to June 6, 2024 from two financing parties and to make a $75 million loan prepayment under its principal credit facility.

  

Redbox Automated Retail, LLC (“Redbox Borrower”, and together with the Company, the “Borrowers”), the other guarantors listed on the signature pages thereto (the “Guarantors”, and together with the Borrowers, the “Loan Parties”) entered into an Agreement (the “Agreement”) with the Lenders to the Credit Agreement (as defined below) listed on the signature pages thereto and HPS Investment Partners, LLC, in its capacity as administrative agent and collateral agent (in such capacities, the “Agent”) under the amended and restated credit agreement, dated as of August 11, 2022, among the Borrowers, the Lenders and the Agent, as amended, restated, supplemented or otherwise modified by that certain first amendment, dated as of April 29, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

 

As previously reported, pursuant to the terms of the Agreement, the Company intended to consummate certain strategic transactions for which it has signed term sheets that have been reviewed with the Lenders, including the sublicensing of material video content assets and one or more sales leaseback transactions with targeted aggregate gross proceeds of at least $175 million. If the Company was able to successfully consummate these transactions in their entirety, it was obligated to utilize $75 million of the net proceeds thereof prior to June 6, 2024 to pay down amounts owed under the Credit Agreement (the “Initial Paydown”). Until at least June 6, 2024 (the period beginning on April 29, 2024 and ending on such date, as it may be extended, the “Initial Period”) the Agent agreed to forbear from acting on any events of default existing as of the commencement of the Initial Period as well as certain prescribed defaults that may arise during the Initial Period (as same may be extended as described below).

 

On June 6, 2024, the Agent agreed to extend the Initial Period until the close of business (5:00 pm NY time) on Friday, June7, 2024, and thereafter agreed to additional extensions through the close of business on Monday, June 10, 2024 and Tuesday, June 11, 2024. These extensions have expired.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit   Description
3.1   Form of Amendment to the Certificate of Incorporation of Chicken Soup for the Soul Entertainment, Inc. (effectiveness pending)*
     
3.2   First Amendment to the Bylaws of Chicken Soup for the Soul Entertainment, Inc. (Effective April 29, 2024)*
     
10.1   Forbearance Agreement (April 29, 2024)*
     
10.2   Credit Agreement as amended by the Amendment (April 29, 2024)*
     
10.3   First Amendment to Credit Agreement (April 29, 2024) (inclusive of Exhibit M to Credit Agreement)*
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Previously filed with the Current Report on Form 8-K filed on May 3, 2024.

 

 

 

 

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:    June 12, 2024 CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
     
  By: /s/ William J. Rouhana, Jr.
    William J. Rouhana, Jr.
    Chairman and Chief Executive Officer

 

 

 

v3.24.1.1.u2
Cover
Apr. 29, 2024
Document Information [Line Items]  
Document Type 8-K/A
Amendment Flag false
Document Period End Date Apr. 29, 2024
Entity File Number 001-38125
Entity Registrant Name Chicken Soup for the Soul Entertainment Inc.
Entity Central Index Key 0001679063
Entity Tax Identification Number 81-2560811
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 132 E. Putnam Avenue
Entity Address, Address Line Two Floor 2W
Entity Address, City or Town Cos Cob
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06807
City Area Code 855
Local Phone Number 398-0443
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol CSSEZ
Title of 12(g) Security Class Z Warrants to purchase Class A Common Stock
Entity Emerging Growth Company false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock, $0.0001 par value per share
Trading Symbol CSSE
Security Exchange Name NASDAQ
Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share
Trading Symbol CSSEP
Security Exchange Name NASDAQ
Notes [Member]  
Document Information [Line Items]  
Title of 12(b) Security 9.50% Notes due 2025
Trading Symbol CSSEN
Security Exchange Name NASDAQ
Redeemable Warrants [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each 11.494 warrants exercisable for one share of common stock at an exercise price of $132.18 per share
Trading Symbol CSSEL
Security Exchange Name NASDAQ
Chicken Soup for the Sou... (NASDAQ:CSSEP)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Chicken Soup for the Sou... Charts.
Chicken Soup for the Sou... (NASDAQ:CSSEP)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Chicken Soup for the Sou... Charts.