Chicken Soup for the Soul Entertainment (CSSEQ)
Filed: 24 Nov 20, 5:10pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Chicken Soup for the Soul Entertainment, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
16842Q100
(CUSIP Number)
J. Justin Hill, Senior Vice President, Investor Relations
Sony Corporation of America
25 Madison Avenue, 26th Floor
New York, New York 10010-8601
Telephone: 212-833-6722
Email: ir@sony.com
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
____________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 16842Q100 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS Sony Corporation | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Japan | ||
| 7 | SOLE VOTING POWER 4,000,000 (1) | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER -0- | |
EACH REPORTING PERSON WITH | 9 | SOLE DISPOSITIVE POWER 4,000,000 (1) | |
| 10 | SHARED DISPOSITIVE POWER -0- | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.16% (2)(3) | ||
| 14 | TYPE OF REPORTING PERSON CO | ||
| (1) | Includes shares of Class A Common Stock, par value $0.0001 (the “Class A Common Stock”) of Chicken Soup for the Soul Entertainment, Inc. (the “Issuer”) issuable upon the exercise of warrants to purchase (i) 800,000 shares of Class A Common Stock at an exercise price of $8.13 per share (the “CSSE Class I Warrants”); (ii) 1,200,000 shares of Issuer Class A Common Stock at an exercise price of $9.67 per share (the “CSSE Class II Warrants”); (iii) 380,000 shares of Class A Common Stock at an exercise price of $11.61 per share (the “CSSE Class III-A Warrants”); and (iv) 1,620,000 shares of Class A Common Stock at an exercise price of $11.61 per share (the “CSSE Class III-B Warrants” and, collectively with the CSSE Class I Warrants, the CSSE Class II Warrants and the CSSE Class III-A Warrants, the “Exercisable Warrants”). |
| (2) | The calculation is based on the (i) 4,856,946 shares of Class A Common Stock outstanding as of November 12, 2020 as disclosed in the Issuer’s Form 10-Q for the quarter ended September 30, 2020, filed by the Issuer with the Securities and Exchange Commission (“Commission”) on November 12, 2020, and (ii) 4,000,000 shares of Class A Common Stock issuable upon the exercise of the Exercisable Warrants. |
| (3) | Represents 4.60% of total voting power based on the (i) 4,856,946 shares of Class A Common Stock and 7,813,938 shares of Class B Common Stock, par value $0.0001 (the “Class B Common Stock”) outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q for the quarter ended September 30, 2020, filed by the Issuer with the Commission on November 12, 2020, and (ii) 4,000,000 shares of Class A Common Stock issuable upon the exercise of the Exercisable Warrants. Total voting power calculation does not include shares of the Issuer’s 9.75% Series A perpetual preferred stock, which is non-voting and non-convertible. Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single class. The holders of Class B Common Stock are entitled to ten votes per share, and holders of Class A Common Stock are entitled to one vote per share.
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This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D filed by Sony Corporation (“Sony” or the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on May 23, 2019, as subsequently amended by Amendment No. 1 filed on November 4, 2019 (together, the “Schedule 13D”), relating to the Class A Common Stock, par value $0.0001 of the Issuer (the “Class A Common Stock”). All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached hereto.
Item 4. Purpose of Transaction.
This Amendment No. 2 amends and supplements Item 4 of the Schedule 13D by adding the following:
As previously disclosed, on May 14, 2019, Chicken Soup for the Soul Entertainment Inc. (the “Company”) created a joint venture entity, Crackle Plus, LLC (the “JV”) with CPE Holdings, Inc. (“CPEH”), an affiliate of the Reporting Person. As consideration for contributions made to the JV, CPEH received Preferred Units and Warrants of the Company. The Amended and Restated Limited Liability Company Operating Agreement of Crackle Plus (“JV Operating Agreement”) provided that from May 14, 2020 to November 14, 2020, CPEH had the right (i) to convert all of its Preferred Units into such number of Common Units that would provide CPEH with a 49% interest in the JV or (ii) to require the Company to purchase all of CPEH’s Common Units and Preferred Units, for cash or the issuance of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Shares. Subject to certain limitations, the JV Operating Agreement provided that in the event that CPEH had exercised the Conversion Right or Put Option Conversion Right on or before November 14, 2020, CPEH would have been deemed to have automatically exercised the Put Option on November 14, 2020.
On November 12, 2020, the Company, Crackle Plus LLC and CPEH entered into an amendment (“Amendment”) to the JV Operating Agreement to extend the date by which CPEH must deliver the Put Election Notice or convert its Preferred Units into Common Units by thirty (30) days, from November 14, 2020 to December 14, 2020. The Reporting Person is engaged in discussions with the Company regarding further potential transactions relating to Crackle Plus LLC, including in respect of the securities held by CPEH and amendments to the JV Operating Agreement. These discussions may or may not result in binding agreements.
The Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2020 by the Issuer along with the exhibits attached thereto, including the Amendment, (the “Form 8-K”), is incorporated by reference in its entirety herein.
Item 5. Interest in Securities of the Issuer.
This Amendment No.2 amends and supplements Item 5 of the Schedule 13D by adding the following:
(a)-(b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No.1 and the information set forth or incorporated in Item 4 is incorporated by reference in its entirety into this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure set forth in Item 4 of this Amendment No. 2 is incorporated by reference.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
Exhibit Name
10.1 Amendment to Operating Agreement (dated as of November 12, 2020), filed as an exhibit to the Form 8-K filed by the Issuer on November 16, 2020 and incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 24, 2020
| Sony Corporation | ||
| By: | /s/ Hiroki Totoki | |
| Name: | Hiroki Totoki | |
| Title: | Executive Deputy President and | |
| Chief Financial Officer | ||
SCHEDULE 1 | ||||||
| Board of Directors of Sony | ||||||
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Kenichiro Yoshida | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Tim Schaaff | 920 Stewart Drive Sunnyvale, CA 94085 USA | Intertrust Technologies Corporation | U.S.A | |||
| Kazuo Matsunaga | 10 Ohkura-cho, Nakahara-ku, Kawasaki-shi, Kanagawa, 211-8522 Japan | Mitsubishi Fuso Truck and Bus Corporation | Japan | |||
| Hiroki Totoki | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Adam Crozier | 120 Holborn, London, EC1N 2TD UK | Whitbread Plc. | U.K. | |||
| Keiko Kishigami | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation (Outside director) | Japan | |||
| Joseph A. Kraft Jr. | 3-37, Akasaka 7-Chome, Minato-ku, Tokyo 107-0052 Japan | Rorschach Advisory Inc. | U.S.A | |||
| Shuzo Sumi | 2-1 Marunouchi, 1-Chome, Chiyoda-ku, Tokyo, 100-0005, Japan | Tokyo Marines Holdings, Inc. | Japan | |||
| Toshiko Oka | 17-50-2403, Akasaka 2-Chome, Minato-ku, Tokyo 107-0052, Japan | Oka & Company Ltd. | Japan | |||
| Sakie Akiyama | 1-4, Edagawa, 3-Chome, Koto-ku, Tokyo 135-0051 Japan | Saki Corporation | Japan | |||
| Wendy Becker | 7700 Gateway Blvd. Newark, CA 94560 USA | Logitech International S.A. | U.S.A. | |||
Yoshihiko Hatanaka
| 5-1, Nihonbashi-Honcho, 2-Chome, Chuo-Ku, Tokyo 103-0023, Japan
| Astellas Pharma Inc. | Japan | |||
| Corporate Executive Officers of Sony | ||||||
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Kenichiro Yoshida | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Hiroki Totoki | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
Shigeki Ishizuka
| 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Shiro Kambe | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Kazushi Ambe | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||
| Toru Katsumoto | 7-1, Konan 1-Chome, Minato-ku, Tokyo 108-0075 Japan | Sony Corporation | Japan | |||