UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2022
| Chicken Soup for the Soul Entertainment Inc. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | | 001-38125 | | 81-2560811 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 132 E. Putnam Avenue, Floor 2W, Cos Cob, CT | | 06807 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 398-0443
| N/A |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.0001 par value per share | | CSSE | | The Nasdaq Stock Market LLC |
| 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share | | CSSEP | | The Nasdaq Stock Market LLC |
| 9.50% Notes due 2025 | | CSSEN | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
| Class W Warrants to purchase Class A Common Stock | | CSSEW | | OTC Markets |
| Class Z Warrants to purchase Class A Common Stock | | CSSEZ | | OTC Markets |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2022, Galen Smith, who joined Chicken Soup for the Soul Entertainment Inc. as our Executive Vice Chairman following our acquisition of Redbox Entertainment Inc. (“Redbox”), delivered notice to our board of directors that he would be resigning that position effective January 2, 2023 in order to pursue other leadership opportunities. Mr. Smith had served as Chief Executive Officer of Redbox from 2016 until our acquisition of Redbox in August 2022. From 2013 to 2016, he served as Chief Financial Officer of Outerwall, Redbox’s predecessor company and a leading provider of automated retail solutions, including Redbox, Coinstar and ecoATM. Mr. Smith was instrumental in evolving Redbox into an industry leading company with a talented management and operational team and has helped lay the foundation for our combined company’s continuing journey to become the foremost entertainment destination for value conscious consumers. Mr. Smith has helped lead our integration of Redbox since the acquisition and has ensured the establishment of a clear path forward to best serve our consumers. Through January 2, 2023, Mr. Smith will work closely with our management and personnel to ensure a smooth transition of his responsibilities. Mr. Smith’s duties will be assumed by our Chairman and Chief Executive Officer, William J. Rouhana, Jr. The terms of Mr. Smith’s departure will be governed by his existing employment agreement with our company.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 9, 2022 | CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. |
| | |
| | |
| | By: | /s/ William J. Rouhana, Jr. |
| | | Name: William J. Rouhana, Jr. |
| | | Title: Chief Executive Officer |
