What the changes say
- Liquidity deteriorated sharply: cash fell to $3.4 million, working capital became negative $12.2 million, and operations used $26.5 million.
What changed since the prior 10-K
New
- NewRisks Related to our Business
As of March 31, 2026 and 2025, the Company had $19.2 million and $16.2 million of net operating loss
Section 382 ownership changes limit use of $19.2 million in NOL carryforwards and could materially increase future tax payments.
- NewRisks Related to our Business
Our advertising technology growth is subject to the growth of connected television and the platforms to which we have access
Slower CTV advertising growth, platform access limits, and concentration among large publishers or intermediaries could constrain advertising technology growth.
- NewRisks Related to our Business
If we do not continue to acquire premium content, our advertising-related businesses will decline
Losing premium CTV inventory or content partners could reduce the volume, quality, and pricing power of advertising inventory.
- NewRisks Related to our Business
Our profitability is impacted by sales channels and we are subject to pricing pressures at each stage in our advertising technology businesses' supply chain, which may negatively impact profitability
Changes in direct, programmatic, guaranteed, and auction transactions, along with buyer and seller pricing demands, could reduce take rates and margins.
- NewRisks Related to our Business
Our advertising technology business does not have contractual protections against sudden customer loss which may expose us to a material decline in revenue
Non-exclusive relationships without minimum commitments allow major buyers or sellers to quickly reduce activity, causing immediate revenue and profitability declines.
- NewRisks Related to our Business
Our advertising technology performance, scalability and viability requires continuous successful investment in order to stay competitive
Failure to scale and continuously improve the IndiCue platform could cause disruptions, client losses, margin compression, and higher infrastructure costs.
- NewRisks Related to our Business
Our business may be heavily influenced by artificial intelligence ("AI") and our ability to compete in an evolving regulatory landscape may expose us to cost and compliance risk
Larger competitors may deploy AI faster, while evolving AI rules and related cybersecurity or intellectual-property issues could increase costs and litigation.
- NewRisks Related to our Business
An increase in privacy tools and laws may lead to a reduction in data available which may adversely impact our advertising technology business
Privacy laws, platform policies, and privacy tools could reduce usable targeting data, weaken campaign effectiveness, and increase compliance costs.
- NewRisks Related to our Business
Our place in our advertising technology supply chain exposes us to credit risk and material working capital commitments
Cineverse may have to pay sellers before collecting from buyers, creating bad-debt exposure and significant working-capital demands.
- NewRisks Related to Our Common Stock
We have convertible notes and warrants currently outstanding which may be immediately converted or exercised to
Convertible notes, warrants, and future issuances could dilute shareholders; 275 million shares are authorized, with less than 10% issued and outstanding.
Dropped
- DroppedRisks Related to our Business
Our ability to utilize our net operating loss carryforwards in the future is subject to substantial limitations and we may not be able to use some identified net operating loss carryforwards, which could result in increased tax payments in future periods
- DroppedRisks Related to Our Common Stock
You will incur substantial dilution as a result of certain future equity issuances
- DroppedRisks Related to Our Common Stock
The execution of our stock repurchase program may not provide the desired return on investment
Reworded
- 62% rewrittenRisks Related to Our Common Stock
A sustained decrease in share price may indicate a risk the Company's goodwill may become impaired
The risk now omits prior share-price figures and the $14.0 million 2024 impairment, while noting no impairment in 2026 and possible future charges.
- 50% rewrittenRisks Related to Our Common Stock
Substantial resales or future issuances of our Common Stock could depress our stock price
The risk adds the $30 million ATM offering, convertible securities, and an explicit warning of substantial dilution.
- 38% rewrittenRisks Related to our Business
We have incurred losses over the long-term
Financial condition worsened: working capital fell from positive $3.6 million to negative $12.2 million, cash from $13.9 million to $3.4 million, and operations shifted from $17.4 million inflow to $26.5 million outflow.
- 32% rewrittenRisks Related to our Business
Changes to existing accounting pronouncements or taxation rules or practices may affect how we conduct our business and affect our reported results of operations
The risk now specifically adds substantial limits on NOL utilization and potentially higher future tax payments.
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business
- 01We face the risks of doing business in new and rapidly evolving markets and may not be able to successfully address such risks and achieve acceptable levels of success or profits
- 02We expect competition to be intense. If we are unable to compete successfully, our business and results of operations will be seriously harmed
- 03Our plan to acquire additional businesses involves risks, including our inability to complete or integrate an acquisition successfully, our assumption of liabilities, dilution of your investment and significant costs
- 04We have recorded goodwill impairment charges in the past and may be required to record additional charges to future earnings if our goodwill becomes further impaired or our intangible assets become impaired
- 05If we do not manage our growth, our business will be harmed
- 06If we are not successful in protecting our intellectual property, our business will suffer
- 07We maintain outstanding indebtedness, which could impair our ability to operate our business and react to changes in our business, remain in compliance with debt covenants and make payments on our debt
- 08requiring them to dedicate a substantial portion of their cash flow to payments on their debt obligations, thereby reducing the availability of their cash flow for other uses
- 09We may not be able to generate the amount of cash needed to fund our future operations
- 10seeking additional funding
- 11We have incurred losses over the long-term38% rewritten
- 12Our success will significantly depend on our ability to hire and retain key personnel
- 13Our success depends on external factors in the media industry
- 14Our business involves risks of liability claims for media content, which could adversely affect our business, results of operations and financial condition
- 15other claims based on the nature and content of the materials distributed
- 16Our revenues and earnings are subject to market downturns
- 17Changes in economic conditions could have a material adverse effect on our business, financial position and results of operations
- 18Changes to existing accounting pronouncements or taxation rules or practices may affect how we conduct our business and affect our reported results of operations32% rewritten
- 19As of March 31, 2026 and 2025, the Company had $19.2 million and $16.2 million of net operating lossNew
- 20Our advertising technology growth is subject to the growth of connected television and the platforms to which we have accessNew
- 21If we do not continue to acquire premium content, our advertising-related businesses will declineNew
- 22Our profitability is impacted by sales channels and we are subject to pricing pressures at each stage in our advertising technology businesses' supply chain, which may negatively impact profitabilityNew
- 23Our advertising technology business does not have contractual protections against sudden customer loss which may expose us to a material decline in revenueNew
- 24Our advertising technology performance, scalability and viability requires continuous successful investment in order to stay competitiveNew
- 25Our business may be heavily influenced by artificial intelligence ("AI") and our ability to compete in an evolving regulatory landscape may expose us to cost and compliance riskNew
- 26An increase in privacy tools and laws may lead to a reduction in data available which may adversely impact our advertising technology businessNew
- 27Our place in our advertising technology supply chain exposes us to credit risk and material working capital commitmentsNew
RISKS RELATED TO INFORMATION TECHNOLOGY
- 28If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operations could be adversely impacted
- 29We rely upon Amazon Web Services (“AWS”) and Google Cloud Platform (“GCP) to operate certain aspects of our service, and any disruption of or interference with our use of AWS or GCP would impact our operations and our business would be adversely affected
- 30Interruptions or delays in service arising from our own systems or from our third-party vendors could impair the delivery of our service and harm our business
Risks Related to Our Common Stock
- 31The liquidity of our Common Stock is uncertain; the limited trading volume of our Common Stock may depress the price of such stock or cause it to fluctuate significantly
- 32Substantial resales or future issuances of our Common Stock could depress our stock price50% rewritten
- 33We have convertible notes and warrants currently outstanding which may be immediately converted or exercised toNew
- 34Our issuance of preferred stock could adversely affect holders of Common Stock
- 35Our stock price has been volatile and may continue to be volatile in the future; this volatility may affect the price at which you could sell our Common Stock
- 36general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism
- 37The Company's Fifth Amended and Restated Certificate of Incorporation, as amended, and our Second Amended and Restated Bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of the Board of Directors
- 38controlling the procedures for the conduct and scheduling of stockholder meetings
- 39These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our management
- 40We may not be able to maintain the listing of our Common Stock on Nasdaq, which may adversely affect the flexibility of holders of Common Stock to resell their securities in the secondary market
- 41A sustained decrease in share price may indicate a risk the Company's goodwill may become impaired62% rewritten
- 42We have no present intention of paying dividends on our Common Stock
- 43Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements
- 44We incur significant costs as a result of operating as a public company
- 45Compliance obligations under the Sarbanes-Oxley Act require substantial financial and management resources
- 46Global health threats may adversely affect our business
Other Cineverse 10-Ks
- FY2025 10-K risk factors39 risks
Cineverse relies heavily on Amazon Web Services and Google Cloud Platform to stream media and operate its digital platforms. The company faces ongoing financial pressures, including historical operating losses, debt obligations, and risks of goodwill impairment. Stock performance has been volatile, with share prices dropping from $8.40 in 2023 to $1.39 in 2024 before partially recovering to $3.16 in 2025.
Filed Jun 30, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.