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): August 17, 2017
CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-38125 | 81-2560811 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
132 E. Putnam Avenue, Floor 2W, Cos Cob, CT 06807
(Address of Principal Executive Offices) (Zip Code)
855-398-0443
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 ☒
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 3.02. | Unregistered Sales of Equity Securities. |
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required.
| Item 8.01. | Other Events. |
On August 17, 2017, Chicken Soup for the Soul Entertainment, Inc. (the “Company”) consummated the initial public offering (“IPO”) pursuant to Regulation A of 2,500,000 shares of Class A common stock, par value $0.0001 (“Class A Common Stock”) comprised of (a) 2,241,983 shares of newly issued Class A Common Stock and (b) 258,017 shares of Class A Common Stock sold by three nonmanagement, nonaffiliate stockholders. The shares of Class A Common Stock were sold at an offering price of $12.00 per share, generating gross proceeds of $26,903,796 to the Company (and aggregate gross proceeds of $3,096,204 to the selling stockholders). The Class A Common Stock was sold pursuant to the Company’s offering statement on Form 1-A (File No. 024-10704).
In connection with the consummation of the IPO, the Class A Common Stock was approved for listing on the Nasdaq Global Market under the symbol “CSSE,” commencing Friday, August 18, 2017.
A copy of the press release issued by the Company announcing consummation of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 99.1 | Press Release Announcing Consummation of IPO. |
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: August 17, 2017
| CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. | ||
| By: | /s/ William J. Rouhana, Jr. | |
| Name: William J. Rouhana, Jr. | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
CHICKEN SOUP FOR THE SOUL ENTERTAINMENT CLOSES
$30 MILLION REG A+ IPO
Social Media Plays Critical Role in Offering
COS COB, CT – AUGUST 17, 2017 – Chicken Soup for the Soul Entertainment, Inc. (“CSS Entertainment”), a fast-growing provider of positive and entertaining video content, today announced the closing of its $30 million Reg A+ IPO.
To accommodate demand, CSS Entertainment exercised its option to increase the number of shares of Class A common stock to the maximum number of shares included in its offering circular.
A total of 2,500,000 shares of Class A common stock were sold at $12 per share.
“Investor demand for our IPO was extraordinary,” said William J. Rouhana, Jr., chairman and chief executive officer of CSS Entertainment. “Social media played a critical role in driving demand. While we anticipated that the combination of social media and our well-recognized brand would generate significant awareness, the number of prospective investors interested in our IPO exceeded even our expectations.”
The IPO was made pursuant to Reg A+ under the JOBS Act, which is designed to facilitate access to capital for smaller companies.
Scott W. Seaton, vice chairman and chief strategy officer of CSS Entertainment, stated, “Reg A+ allowed us to marry ‘the crowd’ with institutional and other traditional Wall Street investors. We believe this blend is one of the keys to a successful Reg A+ IPO.”
HCFP/Capital Markets LLC, The Benchmark Company LLC and Weild & Co. acted as joint bookrunning managers for the offering.
The company’s Class A Common Stock is approved for listing on the Nasdaq Global Market under the symbol “CSSE.”
Greenberg Traurig served as underwriters’ counsel and Graubard Miller served as company counsel.
Rooney Partners LLC was the digital media and public relations agency of record. LHA Investor Relations is advisor to the company.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.
The offering was made only by means of an offering circular, a copy of which may be obtained at https://www.sec.gov/Archives/edgar/data/1679063/000114420417043808/v473531_253g1.htm.
ABOUT CHICKEN SOUP FOR THE SOUL ENTERTAINMENT
Chicken Soup for the Soul Entertainment, Inc. is a fast-growing provider of positive and entertaining video content that brings out the best of the human spirit. The Company is aggressively growing its business through a combination of organic growth, licensing and distribution arrangements, acquisitions, and strategic relationships. Chicken Soup for the Soul Entertainment is also expanding its partnerships with sponsors, television networks and independent producers. The Company will make its video content available to consumers globally through television and online networks, including its online affiliate APlus.com. The company is a subsidiary of Chicken Soup for the Soul, LLC.
FORWARD LOOKING STATEMENTS
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks (including those set forth in the offering circular) and uncertainties which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
MEDIA CONTACT
Jeanene Timberlake
RooneyPartners LLC
jtimberlake@rooneyco.com
(646) 770-8858
INVESTOR RELATIONS
Jody Burfening/Sanjay M. Hurry
LHA
CSSEnt@lhai.com
(212) 838-3777