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): April 21, 2023
| Chicken Soup for the Soul Entertainment Inc. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | | 001-38125 | | 81-2560811 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 132 E. Putnam Avenue, Floor 2W, Cos Cob, CT | | 06807 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 398-0443
| N/A |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 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.
Jonathan Katz, who joined Chicken Soup for the Soul Entertainment, Inc. in August 2022, will transition from President of our company to Senior Advisor effective as of April 22, 2023. His services as Senior Advisor will be provided on a month to month basis. As Senior Advisor, Mr. Katz will work closely with our management and personnel to ensure a smooth transition of his responsibilities, while also advising senior management with respect to business operations. Mr. Katz will be paid any bonus he earned for 2022 under the terms of his employment agreement in accordance with our company’s normal bonus payment procedures applicable to employees.
Item 8.01 Other Events
In April 2023 Egan Jones reiterated its rating on the Company at BBB, our Series A Perpetual Redeemable Preferred Stock (Nasdaq: CSSEP) at BBB(-) and our Senior Unsecured Notes (Nasdaq: CSSEN) at BBB.
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: April 21, 2023 | CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. |
| | | |
| | By: | /s/ William J. Rouhana, Jr. |
| | Name: | William J. Rouhana, Jr. |
| | Title: | Chief Executive Officer |
