Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended: September 30, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-31810

Cineverse Corp.

(Exact name of registrant as specified in its charter)


Delaware		22-3720962
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

224 W. 35th St., Suite 500 #947, New York, NY 10001		10001
(Address of principal executive offices)		(Zip Code)

(212) 206-8600

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE	CNVS	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒		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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 7, 2024, 15,873,119 shares of Class A Common Stock, $0.001 par value, were outstanding.

Cineverse Corp.

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and March 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2024 and 2023	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 4.	Controls and Procedures	31

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Exhibit Index		33
Signatures		34

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Cineverse Corp.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	As of
	September 30, 2024			March 31, 2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	2,429		$	5,167
Accounts receivable, net of allowance for credit losses of $84 and $269, respectively		14,814			15,106
Employee retention tax credit		79			1,671
Content advances		10,788			9,345
Other current assets		2,069			1,432
Total current assets		30,179			32,721
Property and equipment, net		2,932			2,276
Intangible assets, net		17,937			18,328
Goodwill		6,799			6,799
Content advances, net of current portion		1,472			2,551
Other long-term assets		1,281			1,703
Total Assets	$	60,600		$	64,378
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	19,928		$	20,817
Line of credit, including unamortized debt issuance costs of $180 and $81, respectively		4,637			6,301
Current portion of deferred consideration on purchase of business		3,040			3,114
Term loan, including unamortized debt issuance costs of $87 and $0, respectively		3,147			—
Earnout consideration on purchase of business		—			180
Current portion of operating lease liabilities		273			401
Deferred revenue		352			436
Total current liabilities		31,377			31,249
Deferred consideration on purchase of business, net of current portion		—			457
Operating lease liabilities, net of current portion		371			462
Other long-term liabilities		61			59
Total Liabilities	$	31,809		$	32,227
Commitments and contingencies (see Note 6)
Stockholders’ Equity
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and 7 shares outstanding at September 30, 2024 and March 31, 2024		3,559			3,559
Common Stock, $0.001 par value; Class A Stock: 275,000,000 shares authorized as of September 30, 2024, and March 31, 2024; 16,287,824 and 15,985,620 shares issued, with 15,786,074 and 15,699,135 shares outstanding as of September 30, 2024 and March 31, 2024, respectively		194			194
Additional paid-in capital		547,234			545,996
Treasury stock, at cost; 503,819 and 288,554 shares as of September 30, 2024 and March 31, 2024, respectively		(12,193	)		(11,978	)
Accumulated deficit		(508,691	)		(504,153	)
Accumulated other comprehensive loss		(297	)		(345	)
Total stockholders’ equity of Cineverse Corp.		29,806			33,273
Deficit attributable to noncontrolling interest		(1,015	)		(1,122	)
Total equity		28,791			32,151
Total Liabilities and Equity	$	60,600		$	64,378

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	12,739		$	13,012		$	21,866		$	25,992
Costs and expenses
Direct operating		6,262			4,646			10,741			11,633
Selling, general and administrative		6,364			6,827			12,927			14,715
Depreciation and amortization		974			953			1,837			1,775
Total operating expenses		13,600			12,426			25,505			28,123
Operating (loss) income		(861	)		586			(3,639	)		(2,131	)
Interest expense		(337	)		(195	)		(768	)		(490	)
Gain (loss) from equity investment in Metaverse, a related party		1			(718	)		4			(718	)
Other income (expense), net		-			26			163			(478	)
Net loss before income taxes		(1,197	)		(301	)		(4,240	)		(3,817	)
Income tax expense		(6	)		(16	)		(13	)		(36	)
Net loss		(1,203	)		(317	)		(4,253	)		(3,853	)
Net income attributable to noncontrolling interest		(84	)		(40	)		(106	)		(53	)
Net loss attributable to controlling interests		(1,287	)		(357	)		(4,359	)		(3,906	)
Preferred stock dividends		(89	)		(88	)		(177	)		(176	)
Net loss attributable to common stockholders	$	(1,376	)	$	(445	)	$	(4,536	)	$	(4,082	)
Net loss per share attributable to common stockholders:
Basic	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)
Diluted	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)
Weighted average shares of Common Stock outstanding:
Basic		15,721			12,376			15,711			11,118
Diluted		15,721			12,376			15,711			11,118

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(in thousands)


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Net loss	$	(1,203	)	$	(317	)	$	(4,253	)	$	(3,853	)
Other comprehensive (loss) income:
Foreign exchange translation		(7	)		66			48			(12	)
Net income attributable to noncontrolling interest		(84	)		(40	)		(106	)		(53	)
Comprehensive loss	$	(1,294	)	$	(291	)	$	(4,311	)	$	(3,918	)

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Six Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(4,253	)	$	(3,853	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,837			1,775
Allowance for content advances		(30	)		(478	)
Amortization of debt issuance costs		197			76
Stock-based compensation		973			909
Interest expense		325			256
Changes in fair value of equity investment in Metaverse		4			718
Change in estimated earnout consideration		—			(711	)
Barter-related non-cash expenses		170			170
Other		(171	)		388
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		478			7,469
Other current and long-term assets		985			1,054
Content advances		(364	)		(5,332	)
Accounts payable, accrued expenses, and other liabilities		(1,218	)		(7,842	)
Capitalized content		(1,227	)		(821	)
Deferred revenue		(87	)		47
Net cash used in operating activities	$	(2,381	)	$	(6,174	)
Cash flows from investing activities:
Expenditures for long-lived assets		(1,024	)		(515	)
Sale of equity investment securities		204			—
Net cash used in investing activities	$	(820	)	$	(515	)
Cash flows from financing activities:
Proceeds from line of credit, net of debt issuance costs		27,893			13,761
Payments on line of credit		(29,459	)		(13,761	)
Payment of deferred consideration		(333	)		—
At-the-market issuance fees		(41	)		—
Proceeds from the issuance of a term loan, net of debt issuance costs		2,917			—
Payment of earnout consideration		(90	)		(291	)
Cost to acquire treasury shares		(215	)		—
Financing fees for line of credit		(209	)		(95	)
Issuance of Class A common stock, net of issuance costs		—			8,543
Net cash provided by financing activities	$	463		$	8,157
Net change in cash and cash equivalents		(2,738	)		1,468
Cash and cash equivalents at beginning of period		5,167			7,152
Cash and cash equivalents at end of period	$	2,429		$	8,620

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY

(Unaudited)

(in thousands)


	Six Months Ended September 30,
	2024		2023
Cash interest paid	$	211	$	150
Lease liability related payments	$	233	$	221
Income taxes paid	$	64	$	44
Noncash investing and financing activities:
Issuance of Class A common stock for payment of employee bonuses	$	—	$	1,203
Treasury shares acquired for withholding taxes	$	—	$	370
Earnout liability settled in stock	$	90	$	392
Bonus liability settled in stock	$	41	$	—
Accrued dividends on preferred stock	$	178	$	176
Issuance of Class A common stock for payment of accrued preferred stock dividends	$	178	$	176

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in thousands)


	Preferred Stock				Common Stock					Treasury					Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Total Stockholders'			Non Controlling
	Shares		Amount		Shares			Amount		Shares		Amount			Capital			Deficit			Loss			Equity			Interest			Total
Balances as of March 31, 2024		1	$	3,559		15,699		$	194		289	$	(11,978	)	$	545,996		$	(504,153	)	$	(345	)	$	33,273		$	(1,122	)	$	32,151
Foreign exchange translation		—		—		—			—		—		—			—			—			55			55			—			55
Stock-based compensation		—		—		—			—		—		—			470			—			—			470			—			470
Treasury stock acquired		—		—		(184	)		—		184		(188	)		—			—			—			(188	)		—			(188	)
Fees incurred in connection with ATM offering		—		—		—			—		—		—			(42	)		—			—			(42	)		—			(42	)
Issuance of common stock for acquiree consideration		—		—		29			—		—		—			41			—			—			41			—			41
Preferred stock dividends paid in stock		—		—		64			—		—		—			89			—			—			89			—			89
Preferred stock dividends accrued		—		—		—			—		—		—			—			(89	)		—			(89	)		—			(89	)
Net loss		—		—		—			—		—		—			—			(3,073	)		—			(3,073	)		23			(3,050	)
Balances as of June 30, 2024		1	$	3,559		15,608		$	194	473		$	(12,166	)	$	546,554		$	(507,315	)	$	(290	)	$	30,536		$	(1,099	)	$	29,437
Foreign exchange translation		—		—		—			—		—		—			—			—			(7	)		(7	)		—			(7	)
Stock-based compensation		—		—		—			—		—		—			503			—			—			503			—			503
Issuance of Class A common stock for earnout commitment		—		—		108			—		—		—			88			—			—			88			—			88
Treasury stock acquired		—		—		(31	)		—		31		(27	)		—			—			—			(27	)		—			(27	)
Preferred stock dividends paid in stock		—		—		100			—		—		—			89			—			—			89			—			89
Preferred stock dividends accrued		—		—		—			—		—		—			—			(89	)		—			(89	)		—			(89	)
Net loss		—		—		—			—		—		—			—			(1,287	)		—			(1,287	)		84			(1,203	)
Balances as of September 30, 2024		1	$	3,559		15,785		$	194		504	$	(12,193	)	$	547,234		$	(508,691	)	$	(297	)	$	29,806		$	(1,015	)	$	28,791

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(in thousands)


	Preferred Stock				Common Stock					Treasury					Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders'			Non Controlling
	Shares		Amount		Shares			Amount		Shares		Amount			Capital		Deficit			Loss			Equity			Interest			Total
Balances as of March 31, 2023		1	$	3,559		9,348		$	185		66	$	(11,608	)	$	530,998	$	(482,395	)	$	(402	)	$	40,337		$	(1,264	)	$	39,073
Foreign exchange translation		—		—		—			—		—		—			—		—			(78	)		(78	)		—			(78	)
Stock-based compensation		—		—		—			—		—		—			409		—			—			409			—			409
Issuance of Class A common stock in connection with ATM raises, net		—		—		177			4		—		—			1,065		—			—			1,069			—			1,069
Issuance of Class A common stock in connection with direct equity offering		—		—		2,150			2		—		—			7,437		—			—			7,439			—			7,439
Preferred stock dividends paid in stock		—		—		10			—		—		—			88		—			—			88			—			88
Preferred stock dividends accrued		—		—		—			—		—		—			—		(88	)		—			(88	)		—			(88	)
Net loss		—		—		—			—		—		—			—		(3,550	)		—			(3,550	)		14			(3,536	)
Balances as of June 30, 2023		1	$	3,559		11,685		$	191	66		$	(11,608	)	$	539,997	$	(486,033	)	$	(480	)	$	45,626		$	(1,250	)	$	44,376
Foreign exchange translation		—		—		—			—		—		—			—		—			66			66			—			66
Stock-based compensation		—		—		—			—		—		—			499		—			—			499			—			499
Issuance of Class A common stock in connection employee bonuses		—		—		725			1		—		—			1,203		—			—			1,203			—			1,203
Estimated fee decrease associated with equity issuance		—		—		—			—		—		—			33		—			—			33			—			33
Issuance in connection with the exercise of warrants		—		—		517			—		—		—			—		—			—			—			—			—
Issuance of Class A common stock for earnout commitment		—		—		41			—		—		—			392		—			—			392			—			392
Treasury stock in connection with taxes withheld from employees		—		—		(223	)		—		223		(370	)		—		—			—			(370	)		—			(370	)
Preferred stock dividends paid in stock		—		—		46			—		—		—			88		—			—			88			—			88
Preferred stock dividends accrued		—		—		—			—		—		—			—		(87	)		—			(87	)		—			(87	)
Net loss		—		—		—			—		—		—			—		(357	)		—			(357	)		40			(317	)
Balances as of September 30, 2023		1	$	3,559		12,791		$	192		289	$	(11,978	)	$	542,212	$	(486,477	)	$	(414	)	$	47,093		$	(1,210	)	$	45,883

See accompanying Notes to Condensed Consolidated Financial Statements

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND LIQUIDITY

Cineverse Corp. (“Cineverse”, “us”, “our”, "we", and “Company” refers to Cineverse Corp. and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000. Since our inception, we have played a role in the digital distribution revolution that continues to transform the media and entertainment landscape.

Cineverse is a streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated streaming channels with enthusiast fan bases; (ii) a large-scale global aggregator and full-service distributor of feature films and television programs; and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported video on demand ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts. Our streaming channels reach audiences in several distinct ways: direct-to-consumer, through these major application platforms, and through third party distributors of content on platforms.

The Company’s streaming technology platform, known as MatchpointTM, is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform.

We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as international and domestic content creators, movie producers, television producers and other short-form digital content producers. We collaborate with producers, major brands and other content owners to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment platforms, including but not limited to Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as (ii) physical goods, including DVD and Blu-ray Discs.

Our Class A common stock, par value $0.001 per share (the "Common Stock") is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “CNVS.”

Financial Condition and Liquidity

We have a history of net losses and we may continue to generate net losses for the foreseeable future. As of September 30, 2024, the Company has an accumulated deficit of $509 million and a working capital deficit of $1.2 million. For the three and six months ended September 30, 2024, the Company had a net loss attributable to Common Stockholders of $1.4 million and $4.5 million, respectively. Net cash used in operating activities for the six months ended September 30, 2024 was $2.4 million, which included $1.7 million of incremental investment in our content portfolio via advances or minimum guarantee payouts.

On April 5, 2024, Cineverse Terrifier LLC (“T3 Borrower”), a wholly-owned subsidiary of the Company entered into a Loan and Security Agreement with BondIt LLC (“T3 Lender”) and the Company, as a guarantor (the “T3 Loan Agreement”). The T3 Loan Agreement provides for a term loan with a principal amount not to exceed $3,666 thousand (the “T3 Loan”), and a maturity date of April 1, 2025, unless extended for 120 days under certain conditions. The T3 Loan bears no interest until the maturity date other than an interest advance equal to $576 thousand paid at the closing of the T3 Loan on April 5, 2024. After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15% of all royalties earned by the Company on the film titled Terrifier 3 (the "Film") under its distribution agreements until the T3 Lender has received 1.75 times of the full commitment amount of $3,666 thousand consisting of principal plus interest and fees advanced to the T3 Borrower, plus any

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

extension interest. The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $3.1 million as of September 30, 2024. See Note 5 - Debt, for further information.

On May 3, 2024, the Company entered into a sales agreement (the “2024 Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock. Shares of Common Stock may be offered and sold for an aggregate offering price of up to $15 million. The Sales Agents’ obligations to sell shares under the 2024 Sales Agreement are subject to satisfaction of certain conditions, including the continuing effectiveness of the Registration Statement on Form S-3 (Registration No. 333-273098) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2023 and declared effective by the SEC on January 25, 2024, and other customary closing conditions. The Company will pay the Sales Agents a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agents for certain specified expenses. The Company is not obligated to sell any shares under the 2024 Sales Agreement and has not sold any shares through the date of this report.

The Company will continue to invest in content development and acquisition, from which it believes it will obtain an appropriate return on its investment. As of September 30, 2024 and March 31, 2024, short term content advances were $10.8 million and $9.3 million, respectively, and content advances, net of the current portion, were $1.5 million and $2.6 million, respectively.

Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs. We believe our cash and cash equivalents as of September 30, 2024 and availability under our Line of Credit Facility will be sufficient to support our operations for at least twelve months from the filing of this report.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The accompanying interim Condensed Consolidated Financial Statements of Cineverse Corp. have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 filed with the SEC on July 1, 2024. These Condensed Consolidated Financial Statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. Certain columns and rows may not foot due to the use of rounded numbers.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024. Interim results are not necessarily indicative of the results for a full year.

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, allowance for credit losses, returns and recovery reserves, goodwill and intangible asset impairments, share-based compensation expense, valuation allowance for deferred income taxes and amortization of intangible assets. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On a regular basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We own an 85% interest in CON TV, LLC ("CONtv"), a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. We evaluated the investment under the voting interest entity model and determined that the entity should be consolidated as we have a controlling financial interest in the entity through our ownership of outstanding voting shares, and that other equity holders do not have substantive voting, participating or liquidation rights.

Accounting Policies

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.

Segment Reporting

The Company manages its operations and its business in one reporting segment.

Reclassifications

Certain amounts have been reclassified to conform to the current presentation.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be “cash equivalents.” We maintain bank accounts with major banks, which from time to time may exceed the Federal Deposit Insurance Corporation’s insured limits. We periodically assess the financial condition of the institutions and believe that the risk of any loss is minimal.

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation and amortization. Depreciation expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows:


Computer equipment and software		3 - 5 years
Internal use software		3 - 5 years
Machinery and equipment		3 - 10 years
Furniture and fixtures		2 - 7 years

We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed, and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment, net and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. We amortize internal-use software over its estimated useful life on a straight-line basis.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Intangible Assets, Net

Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs.

Amortization lives of intangible assets are as follows:


Content Library		3 – 20 years
Tradenames, Trademarks and Patents		2 – 15 years
Customer Relationships	`	5 – 13 years
Advertiser Relationships and Channel		2 – 13 years
Software		10 years
Capitalized Content		3 years
Supplier Agreements		2 years

The Company’s intangible assets included the following (in thousands):


	As of September 30, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,165	$	(21,618	)	$	2,547
Advertiser Relationships and Channel		12,604		(3,360	)		9,244
Customer Relationships		8,690		(8,008	)		682
Software		3,200		(1,040	)		2,160
Tradenames, Trademarks and Patents		3,946		(3,140	)		806
Capitalized Content		3,048		(550	)		2,498
Total Intangible Assets	$	55,653	$	(37,716	)	$	17,937


	As of March 31, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,133	$	(21,492	)	$	2,641
Advertiser Relationships and Channel		12,604		(2,541	)		10,063
Customer Relationships		8,690		(7,872	)		818
Software		3,200		(880	)		2,320
Trademark and Tradenames		3,914		(3,059	)		855
Capitalized Content		1,821		(190	)		1,631
Total Intangible Assets	$	54,362	$	(36,034	)	$	18,328

During the three and six months ended September 30, 2024, the Company had amortization expense of $0.8 million and $1.5 million, respectively. During the three and six months ended September 30, 2023, the Company had amortization expense of $0.8 million and $1.5 million, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of September 30, 2024, future amortization expense is expected to be as follows (in thousands):


	Total
In-process intangible assets	$	469
Remainder of fiscal year 2025		1,960
2026		3,584
2027		2,635
2028		1,601
2029		1,545
Thereafter		6,143
Total	$	17,937

Capitalized Content

The Company capitalizes direct costs incurred in the production of content from which it expects to generate a return over the anticipated useful life and the Company’s predominant monetization strategy informs the method of amortizing these deferred costs. The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment. The costs are capitalized as Capitalized Content costs within Intangible Assets and are amortized as a group within Depreciation and Amortization on our Condensed Consolidated Statements of Operations.

Impairment of Long-lived and Finite-lived Intangible Assets

We review the recoverability of our long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate a possible impairment exists. The assessment for recoverability is based primarily on our ability to recover the carrying value of our long-lived and finite-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the asset, the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset’s fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three and six months ended September 30, 2024 and 2023.

Goodwill

Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is tested for impairment on an annual basis or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known as impairment indicators.

Inherent in the fair value determination for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.

The Company has the option to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or to perform the quantitative impairment test. The Company annually assesses goodwill for potential impairment during its fourth fiscal quarter, or sooner if events occur or circumstances would indicate it would be more likely than not that fair value would be reduced below its carrying amount. For the year ended March 31, 2024, the Company recognized a goodwill impairment charge of $14 million. No goodwill impairment charge was recorded in the three and six months ended September 30, 2024 and 2023.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value Measurements

The fair value measurement disclosures are grouped into three levels based on valuation factors:

•

Level 1 – quoted prices in active markets for identical investments

•

Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

•

Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands):


	As of September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	160	$	—	$	—	$	160
	$	160	$	—	$	—	$	160

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	—	$	—
	$	—	$	—	$	—	$	—


	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	362	$	—	$	—	$	362
	$	362	$	—	$	—	$	362

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	180	$	180
	$	—	$	—	$	180	$	180

Our cash and cash equivalents, accounts receivable and accounts payable and accrued expenses are financial instruments and are recorded at cost in the consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature.

Equity Investment in Metaverse

The Company has an equity investment in A Metaverse Company (“Metaverse”), a publicly traded Chinese entertainment company, formerly Starrise Media Holdings Limited, whose ordinary shares are listed on the Stock Exchange of Hong Kong.

After a period of time when trading in Metaverse's ordinary shares had been halted, the resumption of active trading status in November 2023 represented renewed availability of quoted, unadjusted prices in active markets for identical assets, upon which the Company can execute a sale and readily access pricing information at the measurement date. Accordingly, the Company has presented the fair value of its Metaverse shares held as of March 31, 2024 within the Level 1 grouping. The fair value of the shares held is presented within Other long term assets and as of September 30, 2024 and March 31, 2024 was $0.2 million and $0.4 million, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Earnout Consideration on Purchase of Business

Prior to the completion of the earnout period at the end of fiscal year 2024, the Company estimated the fair value of its earnout liability using contractual inputs from the related business combination, which established specific fiscal year revenue growth, profitability and EBITDA targets. During the quarter ended September 30, 2024, the Company made its final earnout payment reducing the earnout liability as of September 30, 2024 to $0.

Content Advances

Content advances represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record a provision for amounts that we expect may not be recoverable. Amounts which are expected to be recovered in more than 12 months are classified as long term and presented within content advances, net of current portion, which were $1.5 million and $2.6 million as of September 30, 2024, and March 31, 2024, respectively. For the three and six months ended September 30, 2024, the Company recognized a reduction in our reserve for the recovery of advances in the amount of $27 thousand and $30 thousand, respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of
	September 30, 2024		March 31, 2024
Accounts payable	$	7,308	$	5,804
Amounts due to producers		7,221		9,889
Accrued compensation and benefits		982		1,119
Accrued other expenses		4,417		4,005
Total Accounts Payable and Accrued Expenses	$	19,928	$	20,817

Deferred Consideration

The Company has recognized liabilities related to deferred consideration arrangements related to the acquisition of FoundationTV ("FTV") and Digital Media Rights ("DMR"). These payments are fixed in nature and are due to the sellers of the respective companies. The Company initially recognized the liability at fair value at the time of acquisition and has since recognized interest expense related to accretion in advance of the ultimate settlement of these liabilities. Amounts due within 12 months under the terms of the agreements are classified as current within the Condensed Consolidated Balance Sheets.

The deferred consideration related to the acquisition of DMR is payable in either shares of Common Stock or cash, at the Company's discretion and subject to certain conditions. A final payment of $2.4 million is due in March 2025.

The deferred consideration related to the acquisition of FTV is payable in cash and up to 25% in shares of Common Stock, at the Company's discretion and subject to certain conditions. The final payment is due in June 2025.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenue Recognition

Payment terms and conditions vary by customer and typically provide net 30-to-90 day terms. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

The following tables present the Company’s disaggregated revenue by source (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Streaming and digital	$	10,089	$	9,355	$	17,792	$	19,469
Podcast and other		1,273		660		2,316		1,089
Base distribution		1,321		560		1,672		1,718
Other non-recurring		56		2,437		86		3,716
Total Revenue	$	12,739	$	13,012	$	21,866	$	25,992

The Company's Streaming and digital revenue pertains to its OTT business, including the licensing, service, advertising, and subscription revenue related to the Company's streaming business and partnerships. Base distribution revenue relates to non-streaming revenue, including Theatrical revenue and the sale of DVD's. Podcast and other revenue primarily relate to the Company's Bloody Disgusting Podcast Network. As the Company satisfies its performance obligations from these revenue sources, whether relating to the delivery of digital content, physical goods, or licensing, revenue is generally measured at a point in time.

Other non-recurring revenue relates to the Company's legacy digital cinema operations, whose operations have run-off, still may generate non-recurring revenue from the sale of cinema assets or the recognition of variable consideration as the associated uncertainty associated with the revenue is resolved.

The Company follows the five-step model established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from contracts with customers ("ASC 606") when preparing its assessment of revenue recognition.

Principal Agent Considerations

Revenue earned from the delivery of digital content and physical goods may be recognized gross or net depending on the terms of the arrangement. We determine whether revenue should be reported on a gross or net basis based on each revenue stream. Key indicators that we use in evaluating gross versus net treatment include, but are not limited to, the following:

•

which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

•

which party has discretion in establishing the price for the specified good or service.

Shipping and Handling

Shipping and handling costs are incurred to move physical goods (e.g., DVDs and Blu-ray Discs) to customers. We recognize all shipping and handling costs as an expense in direct operating expenses because we are responsible for delivery of the product to our customers prior to transfer of control to the customer.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Credit Losses

We maintain reserves for expected credit losses on accounts receivable primarily on a specific identification basis. We review the composition of accounts receivable and analyze historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

We recognize accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that we recognize revenue from a sale. Reserves for product returns and other allowances are variable consideration as part of the transaction price. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required.

During the three and six months ended September 30, 2024, the Company recognized a reduction in its provision for credit losses of $30 thousand and $185 thousand, respectively. During the three and six months ended September 30, 2023, we did not recognize any credit losses as part of its ongoing operations or reversals of previously recorded provisions.

A summary of the movements of our allowances for credit losses follows (in thousands):


Allowance for credit losses at the beginning of the year	$	269
Decrease in estimated provision		(185	)
Allowance for credit losses as at September 30, 2024	$	84

Contract Liabilities

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability) when cash payments are received or due in advance of our performance, such as the sale of DVDs with future release dates, even if amounts are refundable. Amounts recorded as contract liabilities are generally not long-term in nature.

The ending deferred revenue balance, including current and non-current balances as of September 30, 2024 and March 31, 2024, was $0.4 million and $0.4 million, respectively. In each period, the additions to our deferred revenue balance are due to cash payments received or due in advance of satisfying performance obligations, while the reductions are due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business.

Participations and Royalties Payable

When we use third parties to distribute Company-owned content, we record participations payable, which represent amounts owed to the distributor under revenue-sharing arrangements. When we provide content distribution services, we record accounts payable and accrued expenses to studios or content producers for royalties owed under licensing arrangements. We identify and record as a reduction to the liability any expenses that are to be reimbursed to us by such studios or content producers.

Concentrations

For the three and six months ended September 30, 2024, customers that individually account for greater than 10% collectively represented 45% (three customers) and 32% (two customers) of consolidated revenues. For the three and six months ended September 30, 2023, one customer represented 25% and 24% of consolidated revenues, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Direct Operating Expenses

Direct operating expenses consist of cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty expenses, reserves against advances and marketing and direct personnel costs.

Stock-based Compensation

The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units, stock appreciation rights ("SARs") and performance stock units ("PSUs"). The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss based on their fair values. The Company measures the compensation expense of employee and non-employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee or non-employee is required to provide service in exchange for the award. The fair values of options and SARs are calculated as of the date of grant using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility, risk-free rate and expected term. The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. Forfeitures are recognized as they occur.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and tax credit carryforwards and for differences between the carrying amounts of existing assets and liabilities and their respective tax basis.

Valuation allowances are established when management is unable to conclude that it is more likely than not that some portion, or all, of the deferred tax asset will ultimately be realized. The Company is primarily subject to income taxes in the United States and India.

The Company accounts for uncertain tax positions in accordance with an amendment to FASB ASC Topic 740-10, Income Taxes (Accounting for Uncertainty in Income Taxes), which clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” to be sustained were it to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is more than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded. The Company had no uncertain tax positions as of September 30, 2024 and March 31, 2024.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Earnings per Share

Basic net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and warrants outstanding during the period, using the treasury stock method. Potentially dilutive common shares are excluded from the computations of diluted income (loss) per share if their effect would be anti-dilutive. A net loss available to Common Stockholders causes all potentially dilutive securities to be anti-dilutive and are not included.

Basic and diluted net loss per share are computed as follows (in thousands, except per share data):


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Basic net loss per share:
Net loss attributable to Common Stockholders	$	(1,376	)	$	(445	)	$	(4,536	)	$	(4,082	)
Shares used in basic computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Basic Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Shares used in diluted computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Stock options and SARs		—			—			—			—
Weighted-average number of shares		15,721			12,376			15,711			11,118
Diluted Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

The calculation of diluted net loss per share for the three and six months ended September 30, 2024 does not include the impact of 5,784 thousand and 5,474 thousand anti-dilutive shares, respectively. The calculation of diluted net loss per share for the three and six months ended September 30, 2023 does not include the impact of 845 thousand and 793 thousand anti-dilutive shares, respectively.

Recently Issued Accounting Pronouncements

The Company evaluates all Accounting Standard Updates ("ASUs") issued but not yet effective by FASB for consideration of their applicability. ASU's not included in the Company's disclosures were assessed and determined to be not applicable and material to the Company's consolidated financial statements or disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures." The update requires disclosure of incremental segment information, including significant segment expenses, on an annual and interim basis, and would apply to single segment companies. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted. The Company is required to apply the updates retrospectively. The Company is assessing the impact of ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)—Improvements to Income Tax Disclosures" On an annual basis, this update requires the disclosure of specific tax categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments are effective for annual periods beginning after December 15, 2024. Prospective and retrospective adoption is permitted. The Company is still evaluating its method of adoption and assessing the impact of ASU 2023-09 on the disclosures within its consolidated financial statements.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. OTHER INTERESTS

Investment in CDF2 Holdings

We indirectly own 100% of the common equity of CDF2 Holdings, LLC (“CDF2 Holdings”), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their systems to digital technology by providing financing, equipment, installation and related ongoing services.

CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in ASC Topic 810 (“ASC 810”), Consolidation. ASC 810 requires the consolidation of VIEs by an entity that has a controlling financial interest in the VIE which entity is thereby defined as the primary beneficiary of the VIE.

As of September 30, 2024 and March 31, 2024, our maximum exposure to loss, as it relates to the non-consolidated CDF2 Holdings entity, represents accounts receivable for service fees under a master service agreement with CDF2 Holdings. Such accounts receivable was $0 as of both September 30, 2024 and March 31, 2024.

Total Stockholders’ Deficit of CDF2 Holdings at both September 30, 2024 and March 31, 2024 was $59.2 million. We have no obligation to fund the operating loss or the stockholders’ deficit beyond our initial investment of $2.0 million and, accordingly, our investment in CDF2 Holdings as of both September 30, 2024 and March 31, 2024 is carried at $0.

Investment in Roundtable

On March 15, 2022, the Company entered into a stock purchase agreement with Roundtable Entertainment Holdings, Inc. (“Roundtable”) pursuant to which the Company purchased 0.5 thousand shares of Roundtable Series A Preferred Stock and warrants to purchase 0.1 thousand shares of Roundtable common stock (together, the “Roundtable Securities”). The Company paid the purchase price for the Roundtable Securities by issuing 16 thousand shares of Common Stock to Roundtable. The Company recorded $0.2 million for the purchase of the Roundtable Securities which is included in other long-term assets on the accompanying Consolidated Balance Sheets. The investment in the Roundtable Securities was made in connection with a proposed collaboration with Roundtable regarding production and distribution of streaming content including the launch of high profile branded enthusiast streaming channels. The Roundtable investment was accounted for using the cost method of accounting as we own less than 20% of Roundtable and do not exert a significant influence over their operations. Our President and Chief Strategy Officer is on the Roundtable Board of Directors.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. STOCKHOLDERS’ EQUITY

COMMON STOCK

As of September 30, 2024 and 2023, the number of shares of Common Stock authorized for issuance was 275,000,000 shares.

During the three months ended September 30, 2024, the Company issued 208 thousand shares of Common Stock. This was comprised of 100 thousand shares for preferred stock dividends and 108 thousand shares for payment of compensation to former owners of an acquired entity. In addition, the Company purchased 31 thousand shares as part of its share repurchase program.

During the six months ended September 30, 2024 and in addition to the activities cited above, the Company also purchased 184 thousand shares as part of the share repurchase program, paid preferred stock dividends through the issuance of 64 thousand common shares and issued 29 thousand shares for acquiree consideration.

During the three months ended September 30, 2023, the Company issued 1.3 million shares of Common Stock. This was comprised of 517 thousand shares issued in conjunction with the exercise of pre-funded warrants issued, 725 thousand shares issued in connection with employee bonuses, 46 thousand shares for preferred stock dividends, and 41 thousand to satisfy earnout-related liabilities. In addition, the Company withheld 223 thousand shares related to taxes on employee bonuses that will be reflected as treasury shares.

During the six months ended September 30, 2023, the Company issued 3.7 million shares of Common Stock. In addition to the activities cited for three months ended September 30, 2023, this was comprised of 2,150 thousand shares issued through a June 16, 2023 direct offering, 177 thousand issued in connection with ATM sales during the first fiscal quarter, and 10 thousand issued in payment of preferred stock dividends. In addition, the Company issued common warrants to purchase up to 2,667 thousand shares of Common Stock in conjunction with its direct offering on June 16, 2023. All pre-funded and common warrants were issued as immediately exercisable. All common warrants remain outstanding as of September 30, 2023.

PREFERRED STOCK

Cumulative dividends in arrears on Series A Preferred Stock were $89 thousand and $87 thousand as of September 30, 2024 and 2023, respectively. During the three and six months ended September 30, 2024, the Company paid preferred stock dividends in arrears of $89 thousand and $178 thousand in the form of shares of Common Stock, respectively. The Company has the right to pay preferred stock dividends in cash or stock, at the Company's discretion.

TREASURY STOCK

We have treasury stock, at cost, consisting of 504 thousand and 289 thousand shares of Common Stock as of September 30, 2024 and March 31, 2024, respectively. During the six months ended September 30, 2024, the Company acquired 214 thousand shares of treasury stock, repurchased through a Rule 10b5-1 trading plan with B. Riley Securities, Inc.

EQUITY INCENTIVE PLANS

Stock Based Compensation Awards

The Company has issued awards under two plans, the 2000 Equity Incentive Plan (the “2000 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan").

Awards issued under our 2000 Plan were permitted to be issued to employees, outside directors or consultants in any of the following forms (or a combination thereof) (i) stock option awards; (ii) SARs; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provided for the granting of incentive stock

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

options (“ISOs”) with exercise prices not less than the fair market value of Common Stock on the date of grant. ISOs granted to shareholders having more than 10% of the total combined voting power of the Company must have exercise prices of at least 110% of the fair market value of Common Stock on the date of grant. ISOs and non-statutory stock options granted under the 2000 Plan were subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options were set at the discretion of our compensation committee.

In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan). The 2017 Plan replaced the 2000 Plan, and applies to employees and directors of, and consultants to, the Company. The 2017 Plan provides for the issuance of up to 2,055 thousand shares of Common Stock, in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance awards and cash awards.

For the three and six months ended September 30, 2024, the Company incurred stock-based compensation expense of $0.5 million and $1.0 million, respectively. For the three and six months ended September 30, 2023, the Company incurred stock-based compensation expense of $0.5 million and $0.9 million, respectively.

Included within this expense, our Board of Directors stock-based compensation was $83 thousand and $165 thousand for the three and six months ended September 30, 2024, respectively, and $90 thousand and $180 thousand for the three and six months ended September 30, 2023, respectively.

Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations.

5. DEBT

LINE OF CREDIT FACILITY

The Company is party to a Loan, Guaranty, and Security Agreement, as amended, with EWB providing for a $7.5 million Line of Credit Facility, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets. The Line of Credit Facility bears interest at a rate equal to 1.5% above the prime rate, equal to 9.5% as of September 30, 2024. The Line of Credit Facility matures on September 15, 2025. Under the Line of Credit Facility, the Company is subject to certain financial and non-financial covenants which require the Company to maintain certain metrics and ratios, maintain certain minimum cash on hand and to report financial information to our lender on a periodic basis. As of September 30, 2024, $4.6 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $180 thousand.

During the three and six months ended September 30, 2024, the Company had interest expense, including cash interest and amortization, of $0.2 million and $0.3 million, related to its Line of Credit Facility, respectively.

During the three and six months ended September 30, 2023, the Company had interest expense, including cash interest and amortization, of $0.1 million and $0.2 million related to its Line of Credit Facility, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TERM LOAN

On April 5, 2024, T3 Borrower, a wholly-owned subsidiary of the Company, entered into the T3 Loan Agreement with the T3 Lender.

The T3 Loan Agreement provides for the T3 Loan with a principal amount not to exceed $3.7 million, and a maturity date of April 1, 2025, with a permitted extension of the term for 120 days under certain conditions. The T3 Loan bears no interest until the maturity date other than an interest advance equal to $576 thousand at the closing of the T3 Loan on April 5, 2024. The interest advance was recorded as a discount on the T3 Loan at inception and will be amortized to interest expense and increase the loan amount over its term. If the T3 Loan is extended as noted above, the T3 Loan will bear interest at a rate of 1.44% per month. The T3 Borrower may prepay the obligations under the T3 Loan, in full or in part, without penalty or premium. The proceeds under the T3 Loan Agreement are being used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”). The T3 Loan Agreement contains customary covenants, representation and warranties and events of default. The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $3.1 million as of September 30, 2024.

After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15% of all royalties earned by the Company on the Film under its distribution agreements for the Film until the T3 Lender has received in total 1.75 times the full commitment amount of $3.7 million. The T3 Loan is secured by a first priority interest in all of T3 Borrower’s assets in connection with the Film, including T3 Borrower's rights, title and interest in the distribution agreements, including the proceeds to the T3 Borrower from the distribution of the Film.

The Company entered into a Guaranty Agreement (the "T3 Guaranty Agreement") on April 25, 2024, pursuant to which it guarantees T3 Borrower's obligations under the T3 Loan Agreement (the "Guarantee"). The Guarantee is capped at $1.5 million.

Under an Intercreditor Agreement, dated April 5, 2024, by and among EWB, T3 Lender, T3 Borrower and the Company, the Guarantee is subordinated in payment and performance to the Line of Credit Facility.

6. COMMITMENTS AND CONTINGENCIES

LEASES

Cineverse is a virtual company with one domestic operating lease, acquired through the acquisition of DMR which property is subleased to a third party. The Company has not been relieved of the original lease obligation and therefore recognizes both a lease liability and right-of-use asset as part of the arrangement. The end of both the original lease and sublease's term is January 2025. In addition, the Company has two operating leases related to its Cineverse India operations, with expiration dates in July 2027. Expenses related to these leases were $117 thousand and $233 thousand during the three and six months ended September 30, 2024, respectively, and $121 thousand and $236 thousand during the three and six months ended September 30, 2023, respectively

The Company recognized $46 thousand and $92 thousand of income related to its subleasing arrangement during the three and six months ended September 30, 2024, respectively, and $45 thousand and $90 thousand for the three and six months ended September 30, 2023, respectively

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands):


	Classification on the Balance Sheet	September 30, 2024		March 31, 2024
Assets
Noncurrent	Other long-term assets	$	614	$	834
Liabilities
Current	Operating leases liabilities		273		401
Noncurrent	Operating leases liabilities, net of current		371		462
		$	644	$	863

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands):


Fiscal year ending March 31,	Operating Lease Commitments
2025	$	191
2026		200
2027		210
2028		72
Thereafter		—
Total lease payments	$	673
Less imputed interest		(29	)
Total	$	644

For leases which have a term of twelve months or less and do not contain an option to extend which the Company is reasonably certain to extend the term, the Company has elected to not apply the recognition provisions of ASC 842, Leases, and recognizes these expenses on a straight-line basis over the term of the agreement.

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease subleasing arrangements (in thousands):


Fiscal year ending March 31,	Sublease Payments
2025	$	62
Thereafter		—
Total	$	62

7. INCOME TAXES

We calculate income tax expense based upon an annual effective tax rate forecast, which includes estimates and assumptions. We recognized income tax expense of $6 thousand and $13 thousand for the three and six months ended September 30, 2024, respectively. We recognized income tax expense of $16 thousand and $36 thousand for the three and six months ended September 30, 2023, respectively. Our income tax expense is attributable to taxable income earned in India relating to transfer pricing.

We have not recorded tax benefits on our loss before income taxes because we have provided for a full valuation allowance that offsets potential deferred tax assets resulting from net operating loss carry forwards, reflecting our inability to use such loss carry forwards.

Our effective tax rate was (0.5)% and (0.3)% for the three and six months ended September 30, 2024, respectively, and (5.3)% and (1.0)% for the three and six months ended September 30, 2023, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our historical Condensed Consolidated Financial Statements and the related notes included elsewhere in this report.

This report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” and similar words. Forward-looking statements represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth plans, sales, capital requirements and general industry and business conditions applicable to us. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Business Overview

The Company has a long legacy in using technology to transform the entertainment industry and played a pioneering role in transitioning movie screens from traditional analog film prints to digital distribution. Over the past several years, Cineverse has transformed itself from being a digital cinema equipment and physical content distributor to a leading independent streaming company.

Financial Condition and Liquidity

On April 5, 2024, T3 Borrower, a wholly-owned subsidiary of the Company, entered into the T3 Loan Agreement with the T3 Lender, and the Company as guarantor. The T3 Loan Agreement provides for the T3 Loan with a principal amount not to exceed $3.7 million, and a maturity date of April 1, 2025, with a permitted extension of the term for 120 days under certain conditions. The T3 Loan bears no interest until the maturity date other than an interest advance equal to $576 thousand at the closing of the T3 Loan on April 5, 2024. The interest advance was recorded as a discount on the T3 Loan at inception and will be amortized to interest expense and increase the loan amount over its term. If the T3 Loan is extended as noted above, the T3 Loan will bear interest at a rate of 1.44% per month. The T3 Borrower may prepay the obligations under the T3 Loan, in full or in part, without penalty or premium. The proceeds under the T3 Loan Agreement are being used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”). The T3 Loan Agreement contains customary covenants, representation and warranties and events of default. The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $3.1 million as of September 30, 2024.

After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15% of all royalties earned by the Company on the Film under its distribution agreements for the Film until the T3 Lender has received 1.75 times the full commitment amount of $3.7 million, consisting of the principal amount plus interest and fees advanced to T3 Borrower, plus any extension interest. The T3 Loan is secured by a first priority interest in all of T3 Borrower’s rights and interest in the Film and the distribution agreements, including the proceeds to the T3 Borrower from the distribution of the Film. We expect the T3 Loan to be fully paid off in December 2024 from Film proceeds.

The Company will continue to invest in content development and acquisition, from which it believes it will obtain an appropriate return on its investment. As of September 30, 2024 and March 31, 2024, short term content advances were $10.8 million and $9.3 million, respectively, and content advances, net of current portion, were $1.5 million and $2.6 million, respectively.

Critical Accounting Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our Condensed Consolidated Financial Statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to the Condensed Consolidated Financial Statements, included in Item 1, Condensed Consolidated Financial Statements (Unaudited), of this Quarterly Report on Form 10-Q. Management believes that these policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Results of Operations for the three months ended September 30, 2024 and 2023 (in thousands):

Revenues


	For the Three Months Ended September 30,										As a % of Revenue
	2024		2023		$ Change			% Change			2024			2023
Streaming and digital	$	10,089	$	9,355	$	734			8	%		79	%		72	%
Podcast and other		1,273		660		613			93	%		10	%		5	%
Base distribution		1,321		560		761			136	%		10	%		4	%
Other non-recurring		56		2,437		(2,381	)		(98	)%		0	%		19	%
Total Revenue	$	12,739	$	13,012	$	(273	)		(2	)%		100	%		100	%

For the three months ended September 30, 2024, total revenue declined by $0.3 million compared to the three months ended September 30, 2023. Streaming and digital revenue increased by $0.7 million, primarily due to: (i) the $1.6 million license fee revenue related to the licensing of the Dog Whisperer content, and offset by (ii) the unfavorable impact of other content releases' timing relative to the same period in the prior year.

Podcast and other revenue grew by $0.6 million due to the success of the Company's Bloody Disgusting podcast content.

Base distribution revenue increased by $0.8 million mainly due to the favorable physical returns reserves adjustments for the quarter.

Other non-recurring revenue is related to the Company's legacy digital cinema equipment business ("Digital Cinema") as its operations continue to run-off. Digital Cinema revenue decreased $2.4 million compared to the same period in the prior year. The Company doesn't anticipate future revenue related to the Digital Cinema business.

Direct Operating Expenses


	For the Three Months Ended September 30,									As a % of Revenue
	2024		2023		$ Change		% Change			2024			2023
Direct operating expenses	$	6,262	$	4,646	$	1,616		35	%		49	%		36	%

The increase of $1.6 million in Direct Operating Expenses for the three months ended September 30, 2024, compared to the same period of 2023, was primarily due to the following: (i) $0.8 million prior year reversal of earn-out consideration related to the Bloody Disgusting acquisition, (ii) $0.4 million higher manufacturing, fulfillment, and freight charges, and (iii) $0.5 million higher royalty expenses.

Selling, General and Administrative Expenses


	For the Three Months Ended September 30,										As a % of Revenue
	2024		2023		$ Change			% Change			2024			2023
Compensation expense	$	4,088	$	4,460	$	(372	)		(8	)%		32	%		34	%
Corporate expenses		732		764		(32	)		(4	)%		6	%		6	%
Share-based compensation		503		499		4			1	%		4	%		4	%
Other operating expenses		1,041		1,104		(63	)		(6	)%		8	%		8	%
Selling, General and Administrative	$	6,364	$	6,827	$	(463	)		(7	)%		50	%		52	%

Selling, general and administrative expenses for the three months ended September 30, 2024 decreased by $0.5 million compared to the same period of 2023. In comparison to the three months ended September 30, 2023, compensation expenses decreased by $0.4 million driven a change in the Company's employment mix, as a result of a greater investment in Cineverse Services India.

Depreciation and Amortization Expense


	For the Three Months Ended September 30,									As a % of Revenue
	2024		2023		$ Change		% Change			2024			2023
Amortization of intangible assets	$	815	$	804	$	11		1	%		6	%		6	%
Depreciation of property and equipment		159		149		10		7	%		1	%		1	%
Depreciation and Amortization	$	974	$	953	$	21		2	%		8	%		7	%

Amortization expense and depreciation expense have remained relatively consistent for the three months ended September 30, 2024 and 2023 as the Company's intangible focused investment mix has remained consistent year-over-year.

Interest Expense, Net

For the three months ended September 30, 2024, interest expense increased by $142 thousand from $195 thousand to $337 thousand primarily due to higher outstanding debt balances and increased interest rates in 2024.

Results of Operations for the Six Months Ended September 30, 2024 and 2023, (in thousands):

Revenues


	For the Six Months Ended September 30,										As a % of Revenue
	2024		2023		$ Change			% Change			2024			2023
Streaming and digital	$	17,792	$	19,469	$	(1,677	)		(9	)%		81	%		75	%
Podcast and other		2,316		1,089		1,227			113	%		11	%		4	%
Base distribution		1,672		1,718		(46	)		(3	)%		8	%		7	%
Other non-recurring		86		3,716		(3,630	)		(98	)%		0	%		14	%
Total Revenue	$	21,866	$	25,992	$	(4,126	)		(16	)%		100	%		100	%

For the six months ended September 30, 2024, total revenue declined by $4.1 million compared to the six months ended September 30, 2023. Streaming and digital revenue for the six months ended September 30, 2024 decreased by $1.7 million

compared to the same period of 2023, primarily due to the unfavorable impact of content release timing relative to the same period in the prior year, offset by the $1.6 million of license fee revenue recorded during the current quarter related to the licensing of the Dog Whisperer content.

Podcast and other revenue grew by $1.2 million due to the success of the Company's Bloody Disgusting podcast content.

Other non-recurring revenue related to Digital Cinema decreased $3.6 million compared to the same period of 2023 as its operations continue to run-off. The Company doesn't anticipate future revenue related to the Digital Cinema business.

Direct Operating Expenses


	For the Six Months Ended September 30,										As a % of Revenue
	2024		2023		$ Change			% Change			2024			2023
Direct operating expenses	$	10,741	$	11,633	$	(892	)		(8	)%		49	%		45	%

The decrease of $0.9 million in Direct Operating Expenses for the six months ended September 30, 2024, compared to the same period of 2023, is primarily due to the net effect of the following key changes: (i) $1.1 million lower royalty expense, (ii) $1.2 million lower digital marketing and SaaS subscription costs, (iii) $0.8 million prior year reversal of earn-out consideration related to the Bloody Disgusting acquisition, and (iv) $0.5 million allowance reductions.

Selling, General and Administrative Expenses


	For the Six Months Ended September 30,										As a % of Revenue
	2024		2023		$ Change			% Change			2024			2023
Compensation expense	$	8,139	$	8,866	$	(727	)		(8	)%		37	%		34	%
Corporate expenses		1,744		2,464		(720	)		(29	)%		8	%		9	%
Share-based compensation		973		908		65			7	%		4	%		3	%
Other operating expenses		2,071		2,477		(406	)		(16	)%		9	%		10	%
Selling, General and Administrative	$	12,927	$	14,715	$	(1,788	)		(12	)%		59	%		57	%

Selling, general and administrative expenses for the six months ended September 30, 2024 decreased by $1.8 million compared to the same period of 2023. In comparison to the six months ended September 30, 2023, compensation expenses decreased by $0.7 million driven by a change in the Company's employment mix as a result of a greater investment in Cineverse Services India.

Corporate expenses decreased by $0.7 million and other operating expenses decreased by $0.4 million primarily driven by the Company's continued focus on cost savings initiatives.

Depreciation and Amortization Expense


	For the Six Months Ended September 30,									As a % of Revenue
	2024		2023		$ Change		% Change			2024			2023
Amortization of intangible assets		1,524	$	1,502	$	22		1	%		7	%		6	%
Depreciation of property and equipment		313		273		40		15	%		1	%		1	%
Depreciation and Amortization	$	1,837	$	1,775	$	62		3	%		8	%		7	%

Amortization expense and depreciation expense have remained relatively consistent for the six months ended September 30, 2024, compared to the six months ended September 30, 2023, as the Company's intangible focused investment mix has remained consistent over the past year.

Interest Expense, Net

For the six months ended September 30, 2024 compared to the same period of 2023, interest expense increased by $278 thousand from $490 thousand to $768 thousand primarily due to higher outstanding debt balances and increased interest rates in 2024.

Adjusted EBITDA

We define Adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.

Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We use Adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe Adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.

We present Adjusted EBITDA because we believe that Adjusted EBITDA is a useful supplement to net income (loss) from continuing operations as an indicator of operating performance. We also believe that Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating our performance and comparing our performance with that of our competitors. We also use Adjusted EBITDA for planning purposes and to evaluate our financial performance because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such as stock-based compensation charges, that we believe are not indicative of our ongoing operating performance.

We believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income (loss) from continuing operations and Adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to net income (loss) from operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our Condensed Consolidated Financial Statements prepared in accordance with GAAP.

Following is the reconciliation of our consolidated net (loss) income to Adjusted EBITDA (in thousands):


	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2024			2023			2024			2023
Net loss	$	(1,203	)	$	(317	)	$	(4,253	)	$	(3,853	)
Add Back:
Income tax expense		6			16			13			36
Depreciation and amortization		974			953			1,837			1,775
Interest expense		337			195			768			490
(Gain) loss from equity investment in Metaverse		(1	)		718			(4	)		718
Stock-based compensation		503			499			973			909
Other (income) expense, net		—			(26	)		(163	)		148
Net income attributable to noncontrolling interest		(84	)		(40	)		(106	)		(53	)
Transition-related costs		—			368			27			835
Adjusted EBITDA	$	532		$	2,366		$	(908	)	$	1,005

Cash Flow

Changes in our cash flows were as follows (in thousands):


	For the Six Months Ended September 30,
	2024			2023
Net used in operating activities		(2,381	)		(6,174	)
Net cash used in investing activities		(820	)		(515	)
Net cash provided by financing activities		463			8,157
Net Change in Cash and Cash Equivalents	$	(2,738	)	$	1,468

For the six months ended September 30, 2024, net cash used in operating activities was primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization and stock-based compensation, and other changes in working capital. Specifically, the adjustments are primarily driven by net cash outflows related to content advances made to partners for which initial expenditures are generally recovered within six to twelve months and operating prepayments, partially offset by a decrease in accounts receivable, the collection of the Company's ERTC claim, and a decrease in accounts payable and accrued expenses. Operating cash flows are typically seasonally lower during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season.

Cash used in investing activities was used in the expenditures towards long-lived assets as well as the sale of equity securities.

Cash provided by financing activities were primarily due to the receipt of funds from the T3 Loan offset by a net $1.6 million repayment of the Line of Credit Facility, $0.3 million net payment of deferred acquisition consideration and $0.2 million used to repurchase outstanding shares.

For the six months ended September 30, 2023, net cash used in operating activities is primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization, recovery for doubtful accounts and stock-based compensation, including capitalized content spend and other changes in working capital. Operating cash flows are typically seasonally lower during the first two fiscal quarters and higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday season. In addition, we made net advances of $5.3 million for the six months ended September 30, 2023, as part of the advances we make on theatrical releases and to certain home entertainment distribution clients for which initial expenditures are generally recovered within six to twelve months. Cash used in investing activities was used in the expenditures towards long-live intangible assets and fixed assets. Cash provided by financing activities pertained to the issuance of company equity, net of financing fees.

Off-balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements other than as discussed in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, Basis of Presentation and Consolidation and Note 3 - Other Interests to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q, we hold a 100% equity interest in CDF2 Holdings, which is an unconsolidated variable interest entity (“VIE”), which wholly owns Cinedigm Digital Funding 2, LLC; however, we are not the primary beneficiary of the VIE.

Item 4. CONTROLS AND PROCEDURES

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of September 30, 2024. Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures as of September 30, 2024.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the three and six months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Shares issued to Acquiree :

On September 17, 2021, the Company acquired substantially all of the assets of Bloody Disgusting, LLC (“Bloody Disgusting”). On August 29, 2024, the Company issued 108,434 shares of Common Stock as an earnout payment for the acquisition, pursuant to Section 4(a)(2) of the Securities Act.

During the six-months ended September 30, 2024, we issued 164,000 common shares as payment for preferred dividends.

Information on Share Repurchases :

The following table outlines the open market repurchases of Class A common Shares made under the Company's approved Rule 10b-18 plan :


Period	(a) Total Number of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly announced Plans		(d) Maximum Shares that May yet be purchased under the Plan or Programs (1.)
May 2024 (5/1/2024 - 5/31/2024)		184,495	$	1.02		184,495		315,505
June 2024 (6/1/2024 - 6/30/2024)		—	$	—		184,495		315,505
July 2024 (7/1/2024 - 7/31/2024)		30,770	$	0.87		215,265		284,735
Total		215,265	$	0.99

On March 4, 2024, the Company announced that on February 29, 2024, the Board approved the renewal of the renewal of the previously approved stock repurchase program to purchase up to an aggregate of 500,000 shares of its outstanding Common Stock. Acquisitions pursuant to the stock repurchase program may be made through a combination of open market repurchases in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, and/or other transactions at the Company’s discretion. The stock repurchase program, which is subject to certain consents, will expire on March 1, 2025 unless otherwise modified by the Board at any time in its sole discretion.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits are listed in the Exhibit Index beginning on the following page herein.

EXHIBIT INDEX


Exhibit Number		Description of Document
10.1		Amendment No. 4 to Amended and Restated Loan, Guaranty and Security Agreement, dated as of August 9, 2024 with East West Bank and the Guarantors named therein.**
31.1		Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200
31.2		Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

** Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CINEVERSE CORP.

Date: November 14, 2024	By:	/s/ Christopher J. McGurk
		Christopher J. McGurk Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Mark Lindsey
		Mark Lindsey Chief Financial Officer (Principal Financial Officer)

**Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit 10.1

Execution Version

AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN, GUARANTY AND
SECURITY AGREEMENT

This Amendment No. 4 to Amended and Restated Loan, Guaranty and Security Agreement (“Amendment”) is made and entered into as of August 9, 2024, by and among East West Bank (“Bank”), Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”), Vistachiara Productions Inc., d/b/a The Bigger Picture, a Delaware corporation (“Vistachiara Productions”), Cineverse Entertainment Corp., a New York corporation (f/k/a Cinedigm Entertainment Corp.) (“Cineverse Entertainment”), Cineverse Entertainment Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm Entertainment Holdings, LLC) (“Cineverse Entertainment Holdings”), Cineverse Home Entertainment, LLC, a Delaware limited liability company (f/k/a Cinedigm Home Entertainment, LLC) (“Cineverse Home Entertainment”), Docurama, LLC, a Delaware limited liability company (“Docurama”), Dove Family Channel, LLC, a Delaware limited liability company (“Dove”), Cineverse OTT Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm OTT Holdings, LLC) (“Cineverse OTT”), Cinedigm Productions, LLC, a Delaware limited liability company (“Cinedigm Productions”), Cinedigm DC Holdings, LLC, a Delaware limited liability company (“Cinedigm DC Holdings”), Access Digital Media, Inc., a Delaware corporation (“Access Digital Media”), Christie/AIX, Inc., a Delaware corporation (“Christie/AIX”), Cinedigm Digital Funding I, LLC, a Delaware limited liability company (“Cinedigm Digital Funding I”), FoundationTV, Inc., a Delaware corporation (“FoundationTV”), Asian Media Rights LLC, d/b/a Digital Media Rights, a New York limited liability company (“Asian Media Rights”), Con TV, LLC, a Delaware limited liability company (“Con TV”), Fandor Acquisition LLC, a Delaware limited liability company (“Fandor”), TFD Acquisition LLC, a Delaware limited liability company (“TFD Acquisition”), Screambox Acquisition LLC, a Delaware limited liability company (“Screambox Acquisition”), Bloody Disgusting Acquisition LLC, a Delaware limited liability company (“Bloody Disgusting Acquisition”), Comic Blitz II LLC, a Delaware limited liability company (“Comic Blitz II”), Viewster, LLC, a Delaware limited liability company (“Viewster”), Cinedigm India Private Limited, an Indian limited company (“Cinedigm India”), Cineverse Terrifier LLC, a Delaware limited liability company (“Cineverse Terrifier”), and Cineverse Matchpoint LLC, a Delaware limited liability company (“Cineverse Matchpoint”, and, together with Vistachiara Productions, Cineverse Entertainment, Cineverse Entertainment Holdings, Cineverse Home Entertainment, Docurama, Dove, Cineverse OTT, Cinedigm Productions, Cinedigm DC Holdings, Access Digital Media, Christie/AIX, Cinedigm Digital Funding I, FoundationTV, Asian Media Rights, Con TV, Fandor, TFD Acquisition, Screambox Acquisition, Bloody Disgusting Acquisition, Comic Blitz II, Viewster, Cinedigm India, and Cineverse Terrifier, individually and collectively, the “Guarantor” and, together with the Borrower, collectively, the “Loan Parties”).

RECITALS

This Amendment is entered into in reference to the following facts:

A. Bank, Borrower and Guarantor entered into an Amended and Restated Loan, Guaranty and Security Agreement, dated as of September 15, 2022 (as amended by that certain Amendment No. 1 to Amended and Restated Loan, Guaranty and Security Agreement dated as of August 8, 2023, as further amended by that certain Amendment No. 2 to Amended and Restated Loan, Guaranty and Security Agreement dated as of February 9, 2024, as further amended by that certain Amendment No. 3 to Amended and Restated Loan, Guaranty and Security Agreement dated as of April 5, 2024, and as further amended, amended and restated, supplemented or otherwise modified, renewed, restated or replaced from time to time, the “Agreement”). All initially capitalized terms used, but not defined herein, have the meaning ascribed thereto in the Agreement.

B. Borrower has previously informed Bank that Borrower has failed to comply with the minimum Adjusted EBITDA covenant set forth in Section 9.6 of the Agreement for the twelve month period ending on April 30, 2024 (the “April 2024 Covenant”), which failure resulted in an Event of Default under Section 11.2(a) of the Agreement and an Event of Default under Section 11.2(b) of the Agreement for failure to notify Bank of the Event of Default as required under Section 9.1(e) of the Agreement (the “Specified Events of Default”).

C. Borrower has requested that Bank waive compliance with the April 2024 Covenant, waive the Specified Events of Default and make certain amendments to the Agreement, and Bank is willing to do so subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the continued performance by each of the parties hereto of their respective promises and obligations under the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE 1

AMENDMENTS

1.1

Amendments to the Agreement.

(a)

Exhibit A of the Agreement is hereby amended by adding the following definitions:

““Amendment No. 4 Effective Date” means the “Amendment No. 4 Effective Date” under and as defined in the Amendment No. 4 to Agreement.”

““Amendment No. 4 to Agreement” means that certain Amendment No. 4 to Amended and Restated Loan, Guaranty and Security Agreement dated as of August 9, 2024, by and among Borrower, Guarantor and Bank.”

(b)

Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Adjusted EBITDA” and “Revolving Maturity Date” in their entirety as follows:

““Adjusted EBITDA” means, without duplication of any revenue or expense, (i) EBITDA plus (ii) all stock-based compensation incurred during the applicable measurement period, plus (iii) any non-cash unrealized losses incurred during the applicable measurement period, plus (iv) solely with respect to the twelve month period ending on March 31, 2024, an

amount not to exceed $** for goodwill impairment, minus (v) any non-cash unrealized gains earned during the applicable measurement period.”

““Revolving Maturity Date” means September 15, 2025.”

(c)

Section 9.6 of the Agreement is hereby amended and restated in its entirety as follows:

“9.6 Minimum Adjusted EBITDA. Borrower shall at all times after the Amendment No. 4 Effective Date maintain an Adjusted EBITDA no less than the applicable amount as set forth in the following table, for each applicable period:


Applicable Period	Minimum Adjusted EBITDA
For the twelve month period ending June 30, 2023	$**
For the twelve month period ending July 31, 2023	$**
For the twelve month period ending August 31, 2023	$**
For the twelve month period ending September 30, 2023	$**
For the twelve month period ending October 31, 2023	$**
For the twelve month period ending November 30, 2023	$**
For the twelve month period ending December 31, 2023	$**
For the twelve month period ending January 31, 2024	$**
For the twelve month period ending February 29, 2024	$**
For the twelve month period ending March 31, 2024	$**


Applicable Period	Minimum Adjusted EBITDA
For the twelve month period ending April 30, 2024	$**
For the twelve month period ending May 31, 2024	$**
For the twelve month period ending June 30, 2024	$**
For the twelve month period ending July 31, 2024	$**
For the twelve month period ending August 31, 2024	$**
For the twelve month period ending September 30, 2024	$**
For the twelve month period ending October 31, 2024	$**
For the twelve month period ending November 30, 2024	$**
For the twelve month period ending December 31, 2024	$**
For the twelve month period ending January 31, 2025	$**
For the twelve month period ending February 28, 2025	$**
For the twelve month period ending March 31, 2025	$**

For the twelve month periods ending April 30, 2025, May 31, 2025, June 30, 2025, July 31, 2025 and August 31, 2025, the minimum Adjusted EBITDA the Borrower is required to maintain for each such period pursuant to this Section 9.6 shall be determined by Bank, in a manner comparable to the determination of the minimum Adjusted EBITDA levels for the prior periods, and notified to Borrower in writing.”

ARTICLE 2

LIMITED WAIVER

In reliance upon the representations, warranties and covenants of the Borrower contained herein, and subject to the satisfaction of the conditions set forth in Article 4 below, Bank hereby waives the Specified Events of Default; provided that the foregoing waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a consent to or waiver of any other breach, Default or Event of Default of which Bank has not been informed by any Loan Party, (b) affect the right of Bank to demand compliance by each Loan Party with all terms and conditions of the Agreement and the other Loan Documents, except as specifically consented to, modified, or waived by the terms hereof, (c) be deemed a consent to or waiver of any future transaction or action on the part of any Loan Party requiring Bank’s consent or approval under the Agreement or the other Loan Documents, or (d) except as set forth specifically herein, diminish, prejudice or waive any of Bank’s rights and remedies under the Agreement, any of the other Loan Documents, or applicable law, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, and Bank hereby reserves all of such rights and remedies.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants that the representations and warranties contained in the Agreement were true and correct in all material respects when made and, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, are true and correct in all material respects as of the date hereof. Each Loan Party hereby further represents and warrants that (a) the execution, delivery and performance by it of this Amendment are within its organizational powers and have been duly authorized by all necessary organizational action and, if required, shareholder, partner or member action, (b) this Amendment has been duly executed and delivered by such Person and constitutes a valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and (c) the execution, delivery and performance by such Person of this Amendment (i) does not require any Amendment or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law applicable to such Person or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any contractual obligation of such Person or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by such Person or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Person or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

ARTICLE 4

CONDITIONS

4.1

Conditions Precedent. The effectiveness of this Amendment is subject to satisfaction of each of the following conditions precedent (the “Amendment No. 4 Effective Date”):

(a)

receipt by Bank of duly executed and delivered counterparts of this Amendment by each of the parties hereto;

(b)

after giving effect to this Amendment, no Event of Default or Default shall have occurred and be continuing; and

(c)

the representations and warranties contained in Article 3 hereof being true and correct.

ARTICLE 5

POST-CLOSING OBLIGATIONS

5.1

Post-Closing Obligations. Within thirty (30) calendar days after the Amendment No. 4 Effective Date (or such later date as the Bank may agree), the Bank shall have received, in form and content reasonably acceptable to the Bank:

(a)

an amendment to Con TV’s operating agreement expanding Section 1.1 (Business Purpose) of the existing Amended and Restated Operating Agreement, dated as of July 1, 2015, to permit entry into financing arrangements, executed and delivered by Con TV and its members; and

(b)

resolutions on behalf of each Guarantor approving the entry into this Amendment and ratifying all prior actions, executed and delivered by such Guarantor’s board of directors, board of managers, manager or member, as applicable.

ARTICLE 6

GENERAL PROVISIONS

6.1

Ratification and Incorporation of Agreement and other Loan Documents. Except as expressly modified under this Amendment, (i) each Loan Party hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Agreement and the other Loan Documents to which it is a party, and (ii) all of the terms and conditions set forth in the Agreement and the other Loan Documents are incorporated herein by this reference as if set forth in full herein.

6.2

Entire Agreement. This Amendment, together with the Agreement and the other Loan Documents, is the entire agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. Except as otherwise expressly modified herein, the Agreement and the other Loan Documents shall remain in full force and effect.

6.3

Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Delivery of any executed counterpart of this Amendment by facsimile or transmitted electronically in either a Tagged Image Format File (“TIFF”) or Portable Document Format (“PDF”) shall be equally effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart by facsimile, TIFF or PDF shall also deliver a manually

executed counterpart of this Amendment, but failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.

6.4

Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be construed in accordance with and be governed by the laws (without giving effect to the conflict of law principles thereof) of the State of California.

6.5

Effect. Upon the effectiveness of this Amendment, from and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof’ or words of like import shall mean and be a reference to the Agreement as amended hereby and each reference in the other Loan Documents to the Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Agreement as amended hereby.

6.6

No Waiver or Representation as to Additional Accommodations. In agreeing to make the waiver and amendments set forth herein, Bank does not make any representation whatsoever that it will make any further or additional accommodations to or for the benefit of any Loan Party. Except as expressly provided in Articles 1 and 2 of this Amendment, the execution, delivery, and effectiveness of this Amendment shall not (i) limit, impair, constitute a waiver of, or otherwise affect any right, power, or remedy of Bank under the Agreement or any other Loan Document, (ii) impose any obligation on Bank to defer the enforcement of its powers, rights and privileges under the Agreement or any other Loan Document, (iii) constitute a waiver of any provision in the Agreement or any other Loan Document, or (iv) alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

6.7

Conflict of Terms. In the event of any inconsistency between the provisions of this Amendment and any provision of the Agreement, the terms and provisions of this Amendment shall govern and control.

6.8

Loan Document. This Amendment shall constitute a Loan Document.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties have executed this Amendment by and through its duly authorized officer as of the date and year first-above written.


“BORROWER” CINEVERSE CORP.	“BANK” East West Bank

By: Name: Gary S. Loffredo Position: Chief Legal Officer and Secretary	By: /s/ Yang Song Name: Yang Song Position: First Vice President

“GUARANTOR” VISTACHIARA PRODUCTIONS INC. d/b/a THE BIGGER PICTURE By Name: Gary S. Loffredo Position: Secretary
CINEVERSE ENTERTAINMENT CORP. By Name: Gary S. Loffredo Position: Senior Vice President & Secretary
CINEVERSE ENTERTAINMENT HOLDINGS, LLC By Name: Gary S. Loffredo Position: Secretary
CINEVERSE HOME ENTERTAINMENT, LLC By Name: Gary S. Loffredo Position: Secretary

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement

IN WITNESS WHEREOF, each of the parties have executed this Amendment by and through its duly authorized officer as of the date and year first-above written.


“BORROWER” CINEVERSE CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Legal Officer and Secretary	“BANK” East West Bank By: Name: Title:
“GUARANTOR” VISTACHIARA PRODUCTIONS INC. d/b/a THE BIGGER PICTURE By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Secretary
CINEVERSE ENTERTAINMENT CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
CINEVERSE ENTERTAINMENT HOLDINGS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Secretary
CINEVERSE HOME ENTERTAINMENT, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Secretary

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement


DOCURAMA, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
DOVE FAMILY CHANNEL, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
CINEVERSE OTT HOLDINGS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
CINEDIGM PRODUCTIONS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
CINEDIGM DC HOLDINGS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement


ACCESS DIGITAL MEDIA, INC. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President
CHRISTIE/AIX, INC. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President
CINEDIGM DIGITAL FUNDING I, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President
FOUNDATIONTV, INC. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President
ASIAN MEDIA RIGHTS, LLC, d/b/a DIGITAL MEDIA RIGHTS By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Operating Officer General Counsel and Secretary

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement


CON TV, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Secretary
FANDOR ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: President
TFD ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Operating Officer & Secretary
SCREAMBOX ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Operating Officer & Secretary
BLOODY DISGUSTING ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Operating Officer & Secretary

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement


COMIC BLITZ II LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Senior Vice President & Secretary
VIEWSTER, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Operating Officer
CINEDIGM INDIA PRIVATE LIMITED By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Authorized Person
CINEVERSE TERRIFIER LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Authorized Person
CINEVERSE MATCHPOINT LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Position: Chief Legal Officer

Signature Page to Amendment No. 4 to Amended and Restated Loan, Guaranty and Security
Agreement

EXHIBIT 31.1

CINEVERSE CORP.

CERTIFICATION

I, Christopher J. McGurk, certify that:


	1.	I have reviewed this Form 10-Q of Cineverse Corp.;


	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


	4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 14, 2024	By:	/s/ Christopher J. McGurk
		Christopher J. McGurk Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

EXHIBIT 31.2

CINEVERSE CORP.

CERTIFICATION

I, Mark Lindsey, certify that:


	1.	I have reviewed this Form 10-Q of Cineverse Corp.;


	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


	4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


	5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 14, 2024	By:	/s/ Mark Lindsey
			Mark Lindsey
			Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Form 10-Q of Cineverse Corp. (the “Company”) for the period ended September 30, 2024 as filed with the SEC (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date:	November 14, 2024	By:	/s/ Christopher J. McGurk
			Christopher J. McGurk
			Chief Executive Officer and
			Chairman of the Board of Directors
			(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date:	November 14, 2024	By:	/s/ Mark Lindsey
			Mark Lindsey
			Chief Financial Officer (Principal Financial Officer)

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 07, 2024
Document Information [Line Items]
Entity Registrant Name	Cineverse Corp.
Trading Symbol	CNVS
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		15,873,119
Amendment Flag	false
Entity Central Index Key	0001173204
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-31810
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3720962
Entity Address, Address Line One	224 W. 35th St.,
Entity Address, Address Line Two	Suite 500 #947,
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(212)
Local Phone Number	206-8600
Title of 12(b) Security	CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Current Assets
Cash and cash equivalents	$ 2,429	$ 5,167
Accounts receivable, net of allowance for credit losses of $84 and $269, respectively	14,814	15,106
Employee retention tax credit	79	1,671
Content advances	10,788	9,345
Other current assets	2,069	1,432
Total current assets	30,179	32,721
Property and equipment, net	2,932	2,276
Intangible assets, net	17,937	18,328
Goodwill	6,799	6,799
Content advances, net of current portion	1,472	2,551
Other long-term assets	1,281	1,703
Total Assets	60,600	64,378
Current Liabilities
Accounts payable and accrued expenses	19,928	20,817
Line of credit, including unamortized debt issuance costs of $180 and $81, respectively	4,637	6,301
Current portion of deferred consideration on purchase of business	3,040	3,114
Earnout consideration on purchase of business	0	180
Current portion of operating lease liabilities	273	401
Deferred revenue	352	436
Total current liabilities	31,377	31,249
Deferred consideration on purchase of business, net of current portion		457
Operating lease liabilities, net of current portion	371	462
Other long-term liabilities	61	59
Total Liabilities	31,809	32,227
Commitments and contingencies (see Note 6)
Stockholders’ Equity
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and 7 shares outstanding at September 30, 2024 and March 31, 2024	3,559	3,559
Common Stock, $0.001 par value; Class A Stock: 275,000,000 shares authorized as of September 30, 2024, and March 31, 2024; 16,287,824 and 15,985,620 shares issued, with 15,786,074 and 15,699,135 shares outstanding as of September 30, 2024 and March 31, 2024, respectively	194	194
Additional paid-in capital	547,234	545,996
Treasury stock, at cost; 503,819 and 288,554 shares as of September 30, 2024 and March 31, 2024, respectively	(12,193)	(11,978)
Accumulated deficit	(508,691)	(504,153)
Accumulated other comprehensive loss	(297)	(345)
Total stockholders' equity of Cineverse Corp.	29,806	33,273
Deficit attributable to noncontrolling interest	(1,015)	(1,122)
Total equity	28,791	32,151
Total Liabilities and Equity	60,600	$ 64,378
Terrifier 3 Financing [Member]
Current Liabilities
Term loan, including unamortized debt issuance costs of $87 and $0, respectively	$ 3,147

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accounts receivable, net of allowance (in Dollars)	$ 84	$ 269
Preferred stock, shares authorized	15,000,000	15,000,000
Treasury stock shares	503,819	288,554
Series A preferred stock
Preferred stock, shares authorized	20	20
Preferred stock, dividend rate	10.00%	10.00%
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	7	7
Preferred stock, shares outstanding	7	7
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	16,287,824	15,985,620
Common stock, shares outstanding	15,786,074	15,699,135
Line of Credit [Member]
Unamortized debt issuance costs (in Dollars)	$ 180	$ 81
Terrifier 3 Financing [Member]
Unamortized debt issuance costs (in Dollars)	$ 87	$ 0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 12,739	$ 13,012	$ 21,866	$ 25,992
Costs and expenses:
Direct operating	6,262	4,646	10,741	11,633
Selling, general and administrative	6,364	6,827	12,927	14,715
Depreciation and amortization	974	953	1,837	1,775
Total operating expenses	13,600	12,426	25,505	28,123
Operating (loss) income	(861)	586	(3,639)	(2,131)
Interest expense	(337)	(195)	(768)	(490)
Gain (loss) from equity investment in Metaverse, a related party	1	(718)	4	(718)
Other income (expenses), net	0	26	163	(478)
Net loss before income taxes	(1,197)	(301)	(4,240)	(3,817)
Income tax expense	(6)	(16)	(13)	(36)
Net loss	(1,203)	(317)	(4,253)	(3,853)
Net income attributable to noncontrolling interest	(84)	(40)	(106)	(53)
Net loss attributable to controlling interests	(1,287)	(357)	(4,359)	(3,906)
Preferred stock dividends	(89)	(88)	(177)	(176)
Net loss attributable to common stockholders	$ (1,376)	$ (445)	$ (4,536)	$ (4,082)
Net loss per share attributable to common stockholders: - basic: (in Dollars per share)	$ (0.09)	$ (0.04)	$ (0.29)	$ (0.37)
Net loss per share attributable to common stockholders: - diluted: (in Dollars per share)	$ (0.09)	$ (0.04)	$ (0.29)	$ (0.37)
Weighted average shares of Common Stock outstanding: basic	15,721	12,376	15,711	11,118
Weighted average shares of Common Stock outstanding: diluted	15,721	12,376	15,711	11,118

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,203)	$ (317)	$ (4,253)	$ (3,853)
Other comprehensive (loss) income:
Foreign exchange translation	(7)	66	48	(12)
Net income attributable to noncontrolling interest	(84)	(40)	(106)	(53)
Comprehensive loss	$ (1,294)	$ (291)	$ (4,311)	$ (3,918)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (4,253)	$ (3,853)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,837	1,775
Allowance for content advances	(30)	(478)
Amortization of debt issuance costs	197	76
Stock-based compensation	973	909
Interest expense	325	256
Changes in fair value of equity investment in Metaverse	4	718
Change in estimated earnout consideration	0	(711)
Barter-related non-cash expenses	170	170
Other	(171)	388
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	478	7,469
Other current and long-term assets	985	1,054
Content advances	(364)	(5,332)
Accounts payable, accrued expenses, and other liabilities	(1,218)	(7,842)
Capitalized Content	(1,227)	(821)
Deferred revenue	(87)	47
Net cash used in operating activities	(2,381)	(6,174)
Cash flows from investing activities:
Expenditures for long-lived assets	(1,024)	(515)
Sale of equity investment securities	204	0
Net cash used in investing activities	(820)	(515)
Cash flows from financing activities:
Proceeds from line of credit, net of debt issuance costs	27,893	13,761
Payments on line of credit	(29,459)	(13,761)
Payment of deferred consideration	(333)	0
At-the-market issuance fees	(41)	0
Proceeds from the issuance of a term loan, net of debt issuance costs	2,917	0
Payment of earnout consideration	(90)	(291)
Cost to acquire treasury shares	(215)	0
Financing fees for line of credit	(209)	(95)
Issuance of Class A common stock, net of issuance costs	0	8,543
Net cash provided by financing activities	463	8,157
Net change in cash and cash equivalents	(2,738)	1,468
Cash and cash equivalents at beginning of period	5,167	7,152
Cash and cash equivalents at end of period	2,429	8,620
Supplemental Cash Flow Elements [Abstract]
Cash interest paid	211	150
Lease liability related payments	233	221
Income taxes paid	64	44
Noncash investing and financing activities:
Issuance of Class A common stock for payment of employee bonuses	0	1,203
Treasury shares acquired for withholding taxes	0	370
Earnout liability settled in stock	90	392
Bonus liability settled in stock	41	0
Accrued dividends on preferred stock	178	176
Issuance of Class A common stock for payment of accrued preferred stock dividends	$ 178	$ 176

Condensed Consolidated Statements Of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Non-Controlling Interest	Total Stockholders' Equity
Balance at Mar. 31, 2023	$ 39,073	$ 3,559	$ 185	$ (11,608)	$ 530,998	$ (482,395)	$ (402)	$ (1,264)	$ 40,337
Balance (in Shares) at Mar. 31, 2023		1	9,348	66
Foreign exchange translation	(78)						(78)		(78)
Stock-based compensation	409				409				409
Issuance of Class A common stock in connection with ATM raises, net	1,069		$ 4		1,065				1,069
Issuance of Class A common stock in connection with ATM raises, net (in Shares)			177
Issuance of Class A common stock in connection with direct equity offering	7,439		$ 2		7,437				7,439
Issuance of Class A common stock in connection with direct equity offering (in Shares)			2,150
Preferred stock dividends paid in stock	88				88				88
Preferred stock dividends paid in stock (in Shares)			10
Preferred stock dividends accrued	(88)					(88)			(88)
Net loss	(3,536)					(3,550)		14	(3,550)
Balance at Jun. 30, 2023	44,376	$ 3,559	$ 191	$ (11,608)	539,997	(486,033)	(480)	(1,250)	45,626
Balance (in Shares) at Jun. 30, 2023		1	11,685	66
Foreign exchange translation	66						66		66
Stock-based compensation	499				499				499
Issuance of Class A common stock in connection employee bonuses	1,203		$ 1		1,203				1,203
Issuance of Class A common stock in connection employee bonuses (in Shares)			725
Estimated fee decrease associated with equity issuance	33				33				33
Issuance in connection with the exercise of warrants (in Shares)			517
Issuance of Class A common stock for earnout commitment	392				392				392
Issuance of Class A common stock for earnout commitment (in Shares)			41
Treasury stock in connection with taxes withheld from employees	(370)			$ (370)					(370)
Treasury stock in connection with taxes withheld from employees (in Shares)			(223)	223
Preferred stock dividends paid in stock	88				88				88
Preferred stock dividends paid in stock (in Shares)			46
Preferred stock dividends accrued	(87)					(87)			(87)
Net loss	(317)					(357)		40	(357)
Balance at Sep. 30, 2023	45,883	$ 3,559	$ 192	$ (11,978)	542,212	(486,477)	(414)	(1,210)	47,093
Balance (in Shares) at Sep. 30, 2023		1	12,791	289
Balance at Mar. 31, 2024	32,151	$ 3,559	$ 194	$ (11,978)	545,996	(504,153)	(345)	(1,122)	33,273
Balance (in Shares) at Mar. 31, 2024		1	15,699	289
Foreign exchange translation	55						55		55
Stock-based compensation	470				470				470
Treasury stock acquired, Shares			(184)	184
Treasury stock acquired	(188)			$ (188)					(188)
Fees incurred in connection with ATM offering	(42)				(42)				(42)
Issuance of common stock for acquiree consideration in shares			29
Issuance of common stock for acquiree consideration	41				41				41
Preferred stock dividends paid in stock	89				89				89
Preferred stock dividends paid in stock (in Shares)			64
Preferred stock dividends accrued	(89)					(89)			(89)
Net loss	(3,050)					(3,073)		23	(3,073)
Balance at Jun. 30, 2024	29,437	$ 3,559	$ 194	$ (12,166)	546,554	(507,315)	(290)	(1,099)	30,536
Balance (in Shares) at Jun. 30, 2024		1	15,608	473
Balance at Mar. 31, 2024	32,151	$ 3,559	$ 194	$ (11,978)	545,996	(504,153)	(345)	(1,122)	33,273
Balance (in Shares) at Mar. 31, 2024		1	15,699	289
Treasury stock in connection with taxes withheld from employees (in Shares)			184
Issuance of common stock for acquiree consideration in shares			29
Balance at Sep. 30, 2024	28,791	$ 3,559	$ 194	$ (12,193)	547,234	(508,691)	(297)	(1,015)	29,806
Balance (in Shares) at Sep. 30, 2024		1	15,785	504
Balance at Jun. 30, 2024	29,437	$ 3,559	$ 194	$ (12,166)	546,554	(507,315)	(290)	(1,099)	30,536
Balance (in Shares) at Jun. 30, 2024		1	15,608	473
Foreign exchange translation	(7)						(7)		(7)
Stock-based compensation	503				503				503
Treasury stock acquired, Shares			(31)	31
Treasury stock acquired	(27)			$ (27)					(27)
Issuance of Class A common stock for earnout commitment	88				88				88
Issuance of Class A common stock for earnout commitment (in Shares)			108
Treasury stock in connection with taxes withheld from employees (in Shares)			31
Preferred stock dividends paid in stock	89				89				89
Preferred stock dividends paid in stock (in Shares)			100
Preferred stock dividends accrued	(89)					(89)			(89)
Net loss	(1,203)					(1,287)		84	(1,287)
Balance at Sep. 30, 2024	$ 28,791	$ 3,559	$ 194	$ (12,193)	$ 547,234	$ (508,691)	$ (297)	$ (1,015)	$ 29,806
Balance (in Shares) at Sep. 30, 2024		1	15,785	504

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,203)	$ (3,050)	$ (317)	$ (3,536)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Operations and Liquidity

6 Months Ended

Sep. 30, 2024

Disclosure of Nature of Operations and Liquidity [Abstract]

NATURE OF OPERATIONS AND LIQUIDITY

1. NATURE OF OPERATIONS AND LIQUIDITY

Our Class A common stock, par value $0.001 per share (the "Common Stock") is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “CNVS.”

Financial Condition and Liquidity

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

Accounting Policies

Segment Reporting

The Company manages its operations and its business in one reporting segment.

Reclassifications

Certain amounts have been reclassified to conform to the current presentation.

Cash and Cash Equivalents

Property and Equipment, Net


Computer equipment and software		3 - 5 years
Internal use software		3 - 5 years
Machinery and equipment		3 - 10 years
Furniture and fixtures		2 - 7 years

Intangible Assets, Net

Amortization lives of intangible assets are as follows:


Content Library		3 – 20 years
Tradenames, Trademarks and Patents		2 – 15 years
Customer Relationships	`	5 – 13 years
Advertiser Relationships and Channel		2 – 13 years
Software		10 years
Capitalized Content		3 years
Supplier Agreements		2 years

The Company’s intangible assets included the following (in thousands):


	As of September 30, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,165	$	(21,618	)	$	2,547
Advertiser Relationships and Channel		12,604		(3,360	)		9,244
Customer Relationships		8,690		(8,008	)		682
Software		3,200		(1,040	)		2,160
Tradenames, Trademarks and Patents		3,946		(3,140	)		806
Capitalized Content		3,048		(550	)		2,498
Total Intangible Assets	$	55,653	$	(37,716	)	$	17,937


	As of March 31, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,133	$	(21,492	)	$	2,641
Advertiser Relationships and Channel		12,604		(2,541	)		10,063
Customer Relationships		8,690		(7,872	)		818
Software		3,200		(880	)		2,320
Trademark and Tradenames		3,914		(3,059	)		855
Capitalized Content		1,821		(190	)		1,631
Total Intangible Assets	$	54,362	$	(36,034	)	$	18,328

As of September 30, 2024, future amortization expense is expected to be as follows (in thousands):


	Total
In-process intangible assets	$	469
Remainder of fiscal year 2025		1,960
2026		3,584
2027		2,635
2028		1,601
2029		1,545
Thereafter		6,143
Total	$	17,937

Capitalized Content

Impairment of Long-lived and Finite-lived Intangible Assets

Goodwill

Fair Value Measurements

The fair value measurement disclosures are grouped into three levels based on valuation factors:

•

Level 1 – quoted prices in active markets for identical investments

•

Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

•

Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands):


	As of September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	160	$	—	$	—	$	160
	$	160	$	—	$	—	$	160

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	—	$	—
	$	—	$	—	$	—	$	—


	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	362	$	—	$	—	$	362
	$	362	$	—	$	—	$	362

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	180	$	180
	$	—	$	—	$	180	$	180

Equity Investment in Metaverse

Earnout Consideration on Purchase of Business

Content Advances

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of
	September 30, 2024		March 31, 2024
Accounts payable	$	7,308	$	5,804
Amounts due to producers		7,221		9,889
Accrued compensation and benefits		982		1,119
Accrued other expenses		4,417		4,005
Total Accounts Payable and Accrued Expenses	$	19,928	$	20,817

Deferred Consideration

Revenue Recognition

The following tables present the Company’s disaggregated revenue by source (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Streaming and digital	$	10,089	$	9,355	$	17,792	$	19,469
Podcast and other		1,273		660		2,316		1,089
Base distribution		1,321		560		1,672		1,718
Other non-recurring		56		2,437		86		3,716
Total Revenue	$	12,739	$	13,012	$	21,866	$	25,992

Principal Agent Considerations

•

which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

•

which party has discretion in establishing the price for the specified good or service.

Shipping and Handling

Credit Losses

A summary of the movements of our allowances for credit losses follows (in thousands):


Allowance for credit losses at the beginning of the year	$	269
Decrease in estimated provision		(185	)
Allowance for credit losses as at September 30, 2024	$	84

Contract Liabilities

Participations and Royalties Payable

Concentrations

Direct Operating Expenses

Stock-based Compensation

Income Taxes

Earnings per Share

Basic and diluted net loss per share are computed as follows (in thousands, except per share data):


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Basic net loss per share:
Net loss attributable to Common Stockholders	$	(1,376	)	$	(445	)	$	(4,536	)	$	(4,082	)
Shares used in basic computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Basic Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Shares used in diluted computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Stock options and SARs		—			—			—			—
Weighted-average number of shares		15,721			12,376			15,711			11,118
Diluted Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Recently Issued Accounting Pronouncements

Other Interests

6 Months Ended

Sep. 30, 2024

Disclosure of Other Interests [Abstract]

OTHER INTERESTS

3. OTHER INTERESTS

Investment in CDF2 Holdings

Investment in Roundtable

Stockholders’ Equity

6 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

4. STOCKHOLDERS’ EQUITY

COMMON STOCK

As of September 30, 2024 and 2023, the number of shares of Common Stock authorized for issuance was 275,000,000 shares.

PREFERRED STOCK

TREASURY STOCK

EQUITY INCENTIVE PLANS

Stock Based Compensation Awards

The Company has issued awards under two plans, the 2000 Equity Incentive Plan (the “2000 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan").

Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations.

Debt

6 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT

5. DEBT

LINE OF CREDIT FACILITY

TERM LOAN

On April 5, 2024, T3 Borrower, a wholly-owned subsidiary of the Company, entered into the T3 Loan Agreement with the T3 Lender.

Commitments and Contingencies

6 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

6. COMMITMENTS AND CONTINGENCIES

LEASES

The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands):


	Classification on the Balance Sheet	September 30, 2024		March 31, 2024
Assets
Noncurrent	Other long-term assets	$	614	$	834
Liabilities
Current	Operating leases liabilities		273		401
Noncurrent	Operating leases liabilities, net of current		371		462
		$	644	$	863

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands):


Fiscal year ending March 31,	Operating Lease Commitments
2025	$	191
2026		200
2027		210
2028		72
Thereafter		—
Total lease payments	$	673
Less imputed interest		(29	)
Total	$	644

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease subleasing arrangements (in thousands):


Fiscal year ending March 31,	Sublease Payments
2025	$	62
Thereafter		—
Total	$	62

Income Taxes

6 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

7. INCOME TAXES

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Consolidation

Accounting Policies

Segment Reporting

The Company manages its operations and its business in one reporting segment.

Reclassifications

Certain amounts have been reclassified to conform to the current presentation.

Cash and Cash Equivalents

Property and Equipment, Net


Computer equipment and software		3 - 5 years
Internal use software		3 - 5 years
Machinery and equipment		3 - 10 years
Furniture and fixtures		2 - 7 years

Intangible Assets, Net

Amortization lives of intangible assets are as follows:


Content Library		3 – 20 years
Tradenames, Trademarks and Patents		2 – 15 years
Customer Relationships	`	5 – 13 years
Advertiser Relationships and Channel		2 – 13 years
Software		10 years
Capitalized Content		3 years
Supplier Agreements		2 years

The Company’s intangible assets included the following (in thousands):


	As of September 30, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,165	$	(21,618	)	$	2,547
Advertiser Relationships and Channel		12,604		(3,360	)		9,244
Customer Relationships		8,690		(8,008	)		682
Software		3,200		(1,040	)		2,160
Tradenames, Trademarks and Patents		3,946		(3,140	)		806
Capitalized Content		3,048		(550	)		2,498
Total Intangible Assets	$	55,653	$	(37,716	)	$	17,937


	As of March 31, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,133	$	(21,492	)	$	2,641
Advertiser Relationships and Channel		12,604		(2,541	)		10,063
Customer Relationships		8,690		(7,872	)		818
Software		3,200		(880	)		2,320
Trademark and Tradenames		3,914		(3,059	)		855
Capitalized Content		1,821		(190	)		1,631
Total Intangible Assets	$	54,362	$	(36,034	)	$	18,328

As of September 30, 2024, future amortization expense is expected to be as follows (in thousands):


	Total
In-process intangible assets	$	469
Remainder of fiscal year 2025		1,960
2026		3,584
2027		2,635
2028		1,601
2029		1,545
Thereafter		6,143
Total	$	17,937

Capitalized Content

Impairment of Long-lived and Finite-lived Intangible Assets

Goodwill

Fair Value Measurements

The fair value measurement disclosures are grouped into three levels based on valuation factors:

•

Level 1 – quoted prices in active markets for identical investments

•

Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

•

Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands):


	As of September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	160	$	—	$	—	$	160
	$	160	$	—	$	—	$	160

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	—	$	—
	$	—	$	—	$	—	$	—


	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	362	$	—	$	—	$	362
	$	362	$	—	$	—	$	362

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	180	$	180
	$	—	$	—	$	180	$	180

Equity Investment in Metaverse

Earnout Consideration on Purchase of Business

Prepaid and Other Current Assets

Content Advances

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of
	September 30, 2024		March 31, 2024
Accounts payable	$	7,308	$	5,804
Amounts due to producers		7,221		9,889
Accrued compensation and benefits		982		1,119
Accrued other expenses		4,417		4,005
Total Accounts Payable and Accrued Expenses	$	19,928	$	20,817

Deferred Consideration

Revenue Recognition

The following tables present the Company’s disaggregated revenue by source (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Streaming and digital	$	10,089	$	9,355	$	17,792	$	19,469
Podcast and other		1,273		660		2,316		1,089
Base distribution		1,321		560		1,672		1,718
Other non-recurring		56		2,437		86		3,716
Total Revenue	$	12,739	$	13,012	$	21,866	$	25,992

Principal Agent Considerations

•

which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

•

which party has discretion in establishing the price for the specified good or service.

Shipping and Handling

Credit Losses

A summary of the movements of our allowances for credit losses follows (in thousands):


Allowance for credit losses at the beginning of the year	$	269
Decrease in estimated provision		(185	)
Allowance for credit losses as at September 30, 2024	$	84

Contract Liabilities

Participations and Royalties Payable

Concentrations

Direct Operating Expenses

Stock-based Compensation

Income Taxes

Earnings per Share

Basic and diluted net loss per share are computed as follows (in thousands, except per share data):


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Basic net loss per share:
Net loss attributable to Common Stockholders	$	(1,376	)	$	(445	)	$	(4,536	)	$	(4,082	)
Shares used in basic computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Basic Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Shares used in diluted computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Stock options and SARs		—			—			—			—
Weighted-average number of shares		15,721			12,376			15,711			11,118
Diluted Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Recently Issued Accounting Pronouncements

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of estimated useful lives of property and equipment, net


Computer equipment and software		3 - 5 years
Internal use software		3 - 5 years
Machinery and equipment		3 - 10 years
Furniture and fixtures		2 - 7 years

Schedule of amortization lives of intangible assets

Amortization lives of intangible assets are as follows:


Content Library		3 – 20 years
Tradenames, Trademarks and Patents		2 – 15 years
Customer Relationships	`	5 – 13 years
Advertiser Relationships and Channel		2 – 13 years
Software		10 years
Capitalized Content		3 years
Supplier Agreements		2 years

Schedule of intangible assets

The Company’s intangible assets included the following (in thousands):


	As of September 30, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,165	$	(21,618	)	$	2,547
Advertiser Relationships and Channel		12,604		(3,360	)		9,244
Customer Relationships		8,690		(8,008	)		682
Software		3,200		(1,040	)		2,160
Tradenames, Trademarks and Patents		3,946		(3,140	)		806
Capitalized Content		3,048		(550	)		2,498
Total Intangible Assets	$	55,653	$	(37,716	)	$	17,937


	As of March 31, 2024
	Cost Basis		Accumulated Amortization			Net
Content Library	$	24,133	$	(21,492	)	$	2,641
Advertiser Relationships and Channel		12,604		(2,541	)		10,063
Customer Relationships		8,690		(7,872	)		818
Software		3,200		(880	)		2,320
Trademark and Tradenames		3,914		(3,059	)		855
Capitalized Content		1,821		(190	)		1,631
Total Intangible Assets	$	54,362	$	(36,034	)	$	18,328

Schedule of future amortization expense for intangible assets

As of September 30, 2024, future amortization expense is expected to be as follows (in thousands):


	Total
In-process intangible assets	$	469
Remainder of fiscal year 2025		1,960
2026		3,584
2027		2,635
2028		1,601
2029		1,545
Thereafter		6,143
Total	$	17,937

Schedule of fair value measurements of our financial assets and liabilities

The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands):


	As of September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	160	$	—	$	—	$	160
	$	160	$	—	$	—	$	160

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	—	$	—
	$	—	$	—	$	—	$	—


	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Equity investment in Metaverse, at fair value	$	362	$	—	$	—	$	362
	$	362	$	—	$	—	$	362

Liabilities:
Current portion of earnout consideration on purchase of a business	$	—	$	—	$	180	$	180
	$	—	$	—	$	180	$	180

Schedule of accounts payable and accrued expenses

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of
	September 30, 2024		March 31, 2024
Accounts payable	$	7,308	$	5,804
Amounts due to producers		7,221		9,889
Accrued compensation and benefits		982		1,119
Accrued other expenses		4,417		4,005
Total Accounts Payable and Accrued Expenses	$	19,928	$	20,817

Schedule of revenue disaggregation

The following tables present the Company’s disaggregated revenue by source (in thousands):


	Three Months Ended September 30,				Six Months Ended September 30,
	2024		2023		2024		2023
Streaming and digital	$	10,089	$	9,355	$	17,792	$	19,469
Podcast and other		1,273		660		2,316		1,089
Base distribution		1,321		560		1,672		1,718
Other non-recurring		56		2,437		86		3,716
Total Revenue	$	12,739	$	13,012	$	21,866	$	25,992

Summary of Allowances of Credit Losses

A summary of the movements of our allowances for credit losses follows (in thousands):


Allowance for credit losses at the beginning of the year	$	269
Decrease in estimated provision		(185	)
Allowance for credit losses as at September 30, 2024	$	84

Schedule of basic and diluted net loss per share

Basic and diluted net loss per share are computed as follows (in thousands, except per share data):


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Basic net loss per share:
Net loss attributable to Common Stockholders	$	(1,376	)	$	(445	)	$	(4,536	)	$	(4,082	)
Shares used in basic computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Basic Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Shares used in diluted computation:
Weighted-average shares of Common Stock outstanding		15,721			12,376			15,711			11,118
Stock options and SARs		—			—			—			—
Weighted-average number of shares		15,721			12,376			15,711			11,118
Diluted Net Loss Per Share	$	(0.09	)	$	(0.04	)	$	(0.29	)	$	(0.37	)

Commitments and Contingencies (Tables)

6 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease-related assets and liabilities

The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands):


	Classification on the Balance Sheet	September 30, 2024		March 31, 2024
Assets
Noncurrent	Other long-term assets	$	614	$	834
Liabilities
Current	Operating leases liabilities		273		401
Noncurrent	Operating leases liabilities, net of current		371		462
		$	644	$	863

Schedule of operating lease commitments and subleasing arrangements

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands):


Fiscal year ending March 31,	Operating Lease Commitments
2025	$	191
2026		200
2027		210
2028		72
Thereafter		—
Total lease payments	$	673
Less imputed interest		(29	)
Total	$	644

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease subleasing arrangements (in thousands):


Fiscal year ending March 31,	Sublease Payments
2025	$	62
Thereafter		—
Total	$	62

Nature of Operations and Liquidity (Details) - USD ($)			3 Months Ended	6 Months Ended
Nature of Operations and Liquidity (Details) - USD ($)	May 03, 2024	Apr. 05, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Nature of Operations and Liquidity [Abstract]
Net loss			$ (1,400,000)	$ (4,500,000)
Accumulated deficit			509,000,000	509,000,000
Working capital deficit			1,200,000	1,200,000
Net cash used in operating activities				(2,381,000)	$ (6,174,000)
Cash outlay related to investments				1,700,000
Short term content advances			10,788,000	10,788,000		$ 9,345,000
Content advances, net of current portion			1,472,000	1,472,000		$ 2,551,000
Terrifier 3 Financing [Member]
Nature of Operations and Liquidity [Abstract]
Credit facility expiration date		Apr. 01, 2025
Debt instrument other than interest in advance		$ 576,000
Interest rate, stated percentage		1.44%
Line of credit facility		$ 3,666,000
Term loan balance, current			$ 3,147,000	$ 3,147,000
Terrifier 3 Financing [Member] \| Distribution Agreements [Member]
Nature of Operations and Liquidity [Abstract]
Percentage of royalties earned receive by entitled		15.00%
Received 1.75 times full commitment amount		$ 3,666,000
Common Class A [Member]
Nature of Operations and Liquidity [Abstract]
Common stock, par value (in Dollars per share)			$ 0.001	$ 0.001		$ 0.001
Sales Agreement [Member]
Nature of Operations and Liquidity [Abstract]
Percentage of aggregate gross proceeds from each sale of shares	3.00%
Sales Agreement [Member] \| Common Stock [Member]
Nature of Operations and Liquidity [Abstract]
Aggregate Offering Price	$ 15,000,000
East West Bank [Member]
Nature of Operations and Liquidity [Abstract]
Credit facility expiration date				Sep. 15, 2025
Unamortized issuance costs			$ 180,000	$ 180,000
East West Bank [Member] \| Loan, Guaranty, and Security Agreement [Member]
Nature of Operations and Liquidity [Abstract]
Outstanding amount of debt, gross			$ 4,600,000	$ 4,600,000
Revolving Credit Facility [Member] \| East West Bank [Member]
Nature of Operations and Liquidity [Abstract]
Line of credit facility interest rate description				The Line of Credit Facility bears interest at a rate equal to 1.5% above the prime rate, equal to 9.
Interest rate, stated percentage			9.50%	9.50%
Interest rate percentage over the prime rate				1.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]				Prime Rate [Member]
Line of credit facility			$ 7,500,000	$ 7,500,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) shares in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) Customers shares	Sep. 30, 2023 USD ($) Customers shares	Sep. 30, 2024 USD ($) Customers shares	Sep. 30, 2023 USD ($) Customers shares	Mar. 31, 2024 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Reduction in reserve for recovery of advances	$ 27,000		$ 30,000
Earnout liability	0		0		$ 180,000
Impairment charges recorded for long-lived and finite-lived intangible assets	0	$ 0	0	$ 0
Amortization expense (in Dollars)	800,000	800,000	1,500,000	1,500,000
Content advances, net of current portion	1,472,000		1,472,000		2,551,000
Goodwill impairment charge	0	0	0	0	14,000,000
Credit losses on accounts receivable	30,000	$ 0	185,000	$ 0
Deferred revenue current and non-current balances (in Dollars)	$ 400,000		$ 400,000		400,000
Number of customers \| Customers	3	1	2	1
Concentration risk percentage	45.00%	25.00%	32.00%	24.00%
Anti-dilutive shares excluded from calculation of diluted net loss per share \| shares	5,784	845	5,474	793
Level 1 [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Fair value of shares held	$ 200,000		$ 200,000		$ 400,000
Digital Media Rights, Payment due in March 2025 [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payments due related to the acquisition			$ 2,400,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of threshold tax benefit recognized upon ultimate settlement			50.00%
Common Stock [Member] \| Foundation TV [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Right to pay deferred consideration			25.00%
CON TV, LLC [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Majority interest, percentage	85.00%		85.00%

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment, net	Sep. 30, 2024
Computer equipment and software [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	3 years
Computer equipment and software [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	5 years
Machinery and equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	3 years
Machinery and equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	10 years
Furniture and fixtures [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	2 years
Furniture and fixtures [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	7 years
Internal use software [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	3 years
Internal use software [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	5 years

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of amortization lives of intangible assets	Sep. 30, 2024
Advertiser Relationships and Channel [Member] \| Minimum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	2 years
Advertiser Relationships and Channel [Member] \| Maximum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	13 years
Trade Names, Trademarks and Patents [Member] \| Minimum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	2 years
Trade Names, Trademarks and Patents [Member] \| Maximum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	15 years
Content Library [Member] \| Minimum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	3 years
Content Library [Member] \| Maximum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	20 years
Customer Relationships [Member] \| Minimum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	5 years
Customer Relationships [Member] \| Maximum [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	13 years
Supplier Agreements [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	2 years
Capitalized Content [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	3 years
Software [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Estimated useful lives	10 years

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of intangible assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Net	$ 17,937
Content Library [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	24,165	$ 24,133
Accumulated Amortization	(21,618)	(21,492)
Net	2,547	2,641
Advertiser Relationships and Channel [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	12,604	12,604
Accumulated Amortization	(3,360)	(2,541)
Net	9,244	10,063
Customer Relationships [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	8,690	8,690
Accumulated Amortization	(8,008)	(7,872)
Net	682	818
Software [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	3,200	3,200
Accumulated Amortization	(1,040)	(880)
Net	2,160	2,320
Trade Names, Trademarks and Patents [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	3,946
Accumulated Amortization	(3,140)
Net	806
Trademarks and Trade Names [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis		3,914
Accumulated Amortization		(3,059)
Net		855
Capitalized Content [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	3,048	1,821
Accumulated Amortization	(550)	(190)
Net	2,498	1,631
Total Intangible Assets [Member]
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items]
Cost Basis	55,653	54,362
Accumulated Amortization	(37,716)	(36,034)
Net	$ 17,937	$ 18,328

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of future amortization expense for intangible assets $ in Thousands	Sep. 30, 2024 USD ($)
Summary of Significant Accounting Policies (Details) - Schedule of amortization expense for intangible assets [Line Items]
In-process intangible assets	$ 469
Remainder of fiscal year 2025	1,960
2026	3,584
2027	2,635
2028	1,601
2029	1,545
Thereafter	6,143
Net	$ 17,937

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of fair value measurements of our financial assets and liabilities - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Assets:
Equity investment in Metaverse, at fair value	$ 160	$ 362
Total Assets	160	362
Liabilities:
Current portion of earnout consideration on purchase of a business		180
Total Liabilities		180
Level 1 [Member]
Assets:
Equity investment in Metaverse, at fair value	160	362
Total Assets	$ 160	362
Level 3 [Member]
Liabilities:
Current portion of earnout consideration on purchase of a business		180
Total Liabilities		$ 180

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Schedule Of Accounts Payable And Accrued Expenses [Abstract]
Accounts payable	$ 7,308	$ 5,804
Amounts due to producers	7,221	9,889
Accrued compensation and benefits	982	1,119
Accrued other expenses	4,417	4,005
Total Accounts Payable and Accrued Expenses	$ 19,928	$ 20,817

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue categories - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 12,739	$ 13,012	$ 21,866	$ 25,992
Streaming and Digital [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	10,089	9,355	17,792	19,469
Podcast And Other [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	1,273	660	2,316	1,089
Base Distribution [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	1,321	560	1,672	1,718
Other Non-Recurring [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	$ 56	$ 2,437	$ 86	$ 3,716

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Allowances of Credit Losses (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2024 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses at the beginning of the year	$ 269
Decrease in estimated provision	(185)
Allowance for credit losses as at September 30, 2024	$ 84

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Loss Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic net loss per share:
Net loss attributable to Common Stockholders	$ (1,376)	$ (445)	$ (4,536)	$ (4,082)
Weighted-average shares of Common Stock outstanding	15,721	12,376	15,711	11,118
Basic Net Loss Per Share	$ (0.09)	$ (0.04)	$ (0.29)	$ (0.37)
Shares used in diluted computation:
Weighted-average shares of Common Stock outstanding	15,721	12,376	15,711	11,118
Weighted-average number of shares	15,721	12,376	15,711	11,118
Diluted Net Loss Per Share	$ (0.09)	$ (0.04)	$ (0.29)	$ (0.37)

Other Interests (Details)		6 Months Ended
Other Interests (Details)	Mar. 15, 2022 USD ($) shares	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)
Other Interests Details [Line Items]
Purchase price shares (in Shares) \| shares	16,000
Investments for purchase of roundtable securities	$ 200,000
Maximum roundtable investment percentage	20
Common Stock [Member]
Other Interests Details [Line Items]
Warrant shares (in Shares) \| shares	100
CDF2 Holdings [Member]
Other Interests Details [Line Items]
Ownership percentage		100.00%
Accounts receivable		$ 0	$ 0
Total stockholders’ deficit		59,200,000	59,200,000
Initial investment amount		$ 2,000,000	$ 0
Series A Preferred Stock [Member]
Other Interests Details [Line Items]
Preferred stock shares (in Shares) \| shares	500

Stockholders’ Equity (Details) - USD ($) $ in Thousands			3 Months Ended			6 Months Ended
Stockholders’ Equity (Details) - USD ($) $ in Thousands	Dec. 08, 2023	Jun. 16, 2023	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Stockholders’ Equity (Details) [Line Items]
Preferred stock dividends			100,000		46,000
Warrants to purchase common stock							2,667,000
Treasury stock shares			503,819			503,819		288,554
Selling, General and Administrative Expenses [Member]
Stockholders’ Equity (Details) [Line Items]
Stock based compensation (in Dollars)			$ 500		$ 500	$ 1,000	$ 900
Equity Incentive Plan [Member]
Stockholders’ Equity (Details) [Line Items]
Percent voting power threshold						10.00%
Exercise price if voting threshold is met, percent						110.00%
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Acquiree Consideration In Shares				29,000		29,000
Common stock, shares authorized			275,000,000		275,000,000	275,000,000	275,000,000
Shares of common stock			208,000		1,300,000		3,700,000
Preferred stock dividends paid through the issuance of common shares						64,000
Dividends preferred stock (in Dollars)			$ 89			$ 178
Shares repurchased			31,000		(223,000)	184,000
Treasury Stock
Stockholders’ Equity (Details) [Line Items]
Shares repurchased					223,000
ATM Sales Agreement [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock				177,000
Preferred stock dividends							10,000
Direct Offering [Member] \| Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock		2,150,000
Shares Issuance in Connection with Employee Bonuses [Member] \| Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock			725,000
Shares Issued for Earnout-Related Liabilities [Member] \| Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock			108,000		41,000
Exercise of Pre-Funded Warrants [Member] \| Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of common stock					517,000
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized			275,000,000			275,000,000		275,000,000
Shares repurchased						214,000
Common stock shares	2,055,000
Series A Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Dividends preferred stock (in Dollars)						$ 89	$ 87
Board of Directors [Member] \| Restricted Stock Awards [Member]
Stockholders’ Equity (Details) [Line Items]
Stock based compensation (in Dollars)			$ 83		$ 90	$ 165	$ 180

Debt (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
Debt (Details) - USD ($) $ in Thousands	Apr. 25, 2024	Apr. 05, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Terrifier 3 Financing [Member]
Line of Credit Facility [Line Items]
Line of credit facility		$ 3,666
Interest rate, stated percentage		1.44%
Credit facility expiration date		Apr. 01, 2025
Term loan balance, current			$ 3,147		$ 3,147
Debt instrument other than interest in advance		$ 576
Terrifier 3 Financing [Member] \| Distribution Agreements [Member]
Line of Credit Facility [Line Items]
Percentage of royalties earned receive by entitled		15.00%
Received 1.75 times full commitment amount		$ 3,666
Terrifier 3 Financing [Member] \| Guaranty Agreement [Member]
Line of Credit Facility [Line Items]
Capped obligations amount	$ 1,500
East West Bank [Member]
Line of Credit Facility [Line Items]
Credit facility expiration date					Sep. 15, 2025
Unamortized issuance costs			$ 180		$ 180
Line of Credit Facility [Member] \| East West Bank [Member]
Line of Credit Facility [Line Items]
Line of credit facility							$ 7,500
Interest rate percentage over the prime rate					1.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					Prime Rate [Member]
Interest rate, stated percentage			9.50%		9.50%
Credit facility expiration date					Sep. 15, 2025
Outstanding amount of debt			$ 4,600		$ 4,600
Unamortized issuance costs			180		180
Interest expense, including cash interest and amortization			$ 200	$ 100	$ 300	$ 200

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended		6 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2024 USD ($) Lease	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Lease	Sep. 30, 2023 USD ($)
Commitments and Contingencies (Details) [Line Items]
Sublease term			2025-01
Rental expense \| $	$ 117	$ 121	$ 233	$ 236
Income related to subleasing arrangement \| $	$ 46	$ 45	$ 92	$ 90
Domestic Operating Lease
Commitments and Contingencies (Details) [Line Items]
Number of operating lease \| Lease	1		1
India Operations
Commitments and Contingencies (Details) [Line Items]
Number of operating lease \| Lease	2		2
Lease expiration			2027-07

Commitments and Contingencies (Details) - Schedule of lease-related assets and liabilities - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Liabilities
Total Operating Lease Liabilities	$ 644	$ 863
Operating lease right-of-use asset [Member]
Assets
Noncurrent	614	834
Operating leases liabilities [Member]
Liabilities
Current	273	401
Operating leases liabilities, net of current [Member]
Liabilities
Noncurrent	$ 371	$ 462

Commitments and Contingencies (Details) - Schedule of operating lease commitments and subleasing arrangements (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Lease Commitments
2025	$ 191
2026	200
2027	210
2028	72
Total lease payments	673
Less imputed interest	(29)
Total	644
Sublease Payments
2025	62
Total	$ 62

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 6	$ 16	$ 13	$ 36
Tax rate	(0.50%)	(5.30%)	(0.30%)	(1.00%)