Material Event Form 8 K

As previously disclosed, on June 16, 2023, Cineverse Corp. (the "Company") sold certain securities, including warrants (the "Common Warrants") to purchase up to 2,666,667 shares of its Class A common stock, par value $0.001 per share (the "Common Stock"), in an offering registered on a registration statement that has since expired. All of the 2,666,667 Common Warrants remain outstanding. The sale of the shares of Common Stock issuable upon exercise of the Common Warrants is being registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-273098) by filing a prospectus supplement dated November 22, 2024, to replace the expired registration statement. The Company is filing the prospectus supplement to register the issuance of the Warrant Shares in accordance with the terms of the Securities Purchase Agreement pursuant to which the Common Warrants were sold and because the current trading price of the Common Stock is in excess of the exercise price of the Common Warrants.

This is not a new offering by the Company and the shares will only be issued pursuant to the prospectus supplement if and when a warrant holder exercises Common Warrants and makes cash payment to the Company of the exercise price of $3.00 per share. On November 21, 2024, the last reported sale price of the Common Stock on Nasdaq was $3.71 per share.

Subject to certain beneficial ownership limitations, the Common Warrants are exercisable immediately from the date of issuance. The Common Warrants have an exercise price of $3.00 per share and expire on the five (5) year anniversary of the date of issuance. The exercise price of the Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Company's common stock.

The opinion of Kelley Drye & Warren LLP regarding the validity of the shares of Common Stock issuable upon exercise of the Common Warrants is attached hereto as Exhibit 5.1.

The foregoing description of the Common Warrants does not purport to be complete and is qualified in its entirety by reference to, and incorporates herein by reference, the full text thereof, a copy of which is filed herewith as Exhibit 4.1.