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):June 26, 2018
Chicken Soup for the Soul Entertainment Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-38125 | | 81- 2560811 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 132 E. Putnam Avenue, Floor 2W, Cos Cob, CT | | 06807 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(203) 861-4000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On June 26, 2018, the Registration Statement on Form S-1 (SEC File No. 333-225603) (the “Registration Statement”) filed by Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”) relating to the offering (the “Offering”) of shares of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001, was declared effective by the Securities and Exchange Commission (“SEC”).
On June 27, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated June 27, 2018, between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein. The material terms of the Underwriting Agreement are fully described in the Company’s final prospectus, dated June 26, 2018, that forms a part of the Registration Statement, as filed with the SEC on June 27, 2018, and the description of such terms is incorporated herein by reference. This Current Report on Form 8-K is being filed solely to file the executed Underwriting Agreement.
On June 27, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENT AND EXHIBITS. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 27, 2018 | CHICKEN SOUP FOR THE SOUL | |
| ENTERTAINMENT INC. | |
| | | | | |
| | | | | |
| | By: | /s/ William J. Rouhana, Jr. | |
| | | Name: | William J. Rouhana, Jr. | |
| | | Title: | Chief Executive Officer | |
