Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2026, Cineverse Corp. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with OCI-Cinedigm, LLC, a holder of shares of the Company's Series A Preferred (the "Preferred Stock"). Pursuant to the Exchange Agreement, the Company agreed to issue shares of its Class A common stock, par value $0.001 per share (the "Common Stock") in exchange for an aggregate of the holder's 3.118 shares of Preferred Stock. The exchange will be made in five (5) equal tranches, commencing May 1, 2026, and the number of shares of Common Stock issuable in each tranche will be calculated by dividing the value of the shares of Preferred Stock being exchanged by the 5-day volume weighted average price ending on the trading day preceding the exchange. The Company is authorized to issue up to 1,500,000 shares of Common Stock under the Exchange Agreement. Upon the exchange of each tranche, the shares of Preferred Stock so exchanged will be immediately retired and restored to the status of authorized but unissued preferred stock.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated herein by reference. The shares of Common Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.