Filed Pursuant to Rule 424(b)(3)
Registration No. 333-222190
PROSPECTUS
20,000,000 Shares of Class A Common Stock
This prospectus relates to the resale from time to time by certain
selling stockholders of Cinedigm Corp. (the “Company,” “we,” “our,” or “us”) named
in the prospectus of up to 20,000,000 shares of our Class A common stock, par value $0.001 per share (the “Common Stock”),
issued in a private placement of Common Stock to the selling stockholders. We are registering the offer and sale of these shares
to satisfy registration rights we granted to the selling shareholders pursuant to agreements described under “Selling Stockholders”
beginning on page 8 of this prospectus.
The selling stockholders may offer to sell the shares of Common
Stock being offered by this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or
at negotiated prices.
The shares of Common Stock are listed for trading on the Nasdaq
Global Market (“Nasdaq”) under the symbol “CIDM”. On January 4, 2018, the last reported sale price of the
Common Stock on Nasdaq was $1.50 per share.
We will not receive any proceeds from the resale of shares of
Common Stock by the selling stockholder. We will pay the expenses of this offering, other than underwriting discounts and commissions,
if any.
We may amend or supplement this prospectus from time to time.
You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
See “Risk Factors” beginning on page 5 for
a discussion of factors that you should consider before buying shares of the Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this prospectus
or any prospectus supplement or amendment. Neither we nor the selling shareholders have authorized anyone to provide you with different
information. The selling shareholders are not making an offer of the shares in any state where such offer is not permitted.
The date of this prospectus is January 4,
2018.
Table of Contents
About This Prospectus
This prospectus is part of a registration statement that we
have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process,
pursuant to which the selling stockholders named herein may, from time to time and in one or more offerings, offer and sell or
otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even
though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important
for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein,
in making your investment decision. You should also read and consider the information in the documents to which we have referred
you under the caption “Where You Can Find More Information” in this prospectus.
You should rely only on the information provided in this prospectus
or documents incorporated by reference into this prospectus. We have not, and the selling shareholders have not, authorized any
dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares
of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell
or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction.
This prospectus contains forward-looking statements that are
subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Forward-Looking
Statements.”
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and
other information relating to our business, financial and other matters with the SEC under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Our filings are available to the public over the Internet at the SEC’s web site
at
http://www.sec.gov
. You may also read and copy any document we file with the SEC at, and obtain a copy of any such document
by mail from, the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, at prescribed charges.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room and its charges.
We have filed with the SEC a registration statement on Form
S-3 under the Securities Act of 1933, as amended (the “Securities Act”) with respect to our securities described in
this prospectus. This prospectus is part of such registration statement. References to the
“
registration statement
”
means the original registration statement and all amendments, including all schedules and exhibits. This prospectus does not, and
any prospectus supplement will not, contain all of the information in the registration statement because we have omitted parts
of the registration statement in accordance with the rules of the SEC. Please refer to the registration statement for any information
in the registration statement that is not contained in this prospectus or a prospectus supplement. The registration statement is
available to the public over the Internet at the SEC’s web site described above and can be read and copied at the location
described above.
Each statement made in this prospectus or any prospectus supplement
concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that exhibit
for a complete description of its provisions.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The SEC allows us to “
incorporate by reference
”
in this prospectus the information contained in other documents filed separately with the SEC. This means that we can disclose
important information to you by referring you to other documents filed with the SEC that contain such information. The information
incorporated by reference is an important part of this prospectus and prospectus supplement. Information disclosed in documents
that we file later with the SEC will automatically add to, update and change information previously disclosed. If there is additional
information in a later filed document or a conflict or inconsistency between information in this prospectus or a prospectus supplement
and information incorporated by reference from a later filed document, you should rely on the information in the later dated document.
We incorporate by reference the documents listed below (and
the documents incorporated by reference therein) that we have previously filed:
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our annual report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 29, 2017 (the “2017
Form 10-K”);
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our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2017;
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our Quarterly Report on Form 10-Q filed with the SEC on November 16, 2017;
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two Current Reports on Form 8-K filed with the SEC on April 7, 2017;
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our Current Report on Form 8-K filed with the SEC on May 5, 2017;
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our Current Report on Form 8-K containing Item 1.01 and Item 9.01 disclosure filed with the SEC on June 29, 2017;
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our Current Report on Form 8-K filed with the SEC on July 11, 2017;
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our Current Report on Form 8-K filed with the SEC on September 1, 2017;
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our Current Report on Form 8-K filed with the SEC on November 6, 2017;
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our Current Report on Form 8-K filed with the SEC on November 21, 2017;
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our Current Report on Form 8-K filed with the SEC on December 1, 2017;
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our Current Report on Form 8-K filed with the SEC on January 2, 2018;
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the description of our Class A common stock contained in our Registration Statement on Form 8-A (File No. 000-51910), filed
with the SEC under Section 12 of the Exchange Act on April 12, 2006; and
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the description of our Class A common stock contained in our amendment no. 1 on Form 8-A/A (File No. 001-31810), filed with
the SEC under Section 12 of the Exchange Act on October 6, 2009.
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All documents we file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after (i) the date of the initial registration statement and prior to effectiveness of the registration
statement, and (ii) the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed
to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not
incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”
You may obtain a copy of these filings, excluding exhibits (but
including exhibits that are specifically incorporated by reference in any such filing), free of charge, by oral or written request
directed to: Cinedigm Corp., 45 West 36th Street, 7th Floor, New York, New York 10018, Attention: General Counsel, Telephone (212) 206-8600.
In addition, these filings are available on our web site at
www.cinedigm.com
.
FORWARD-LOOKING STATEMENTS
Various statements contained in this prospectus or incorporated
by reference into this prospectus constitute “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “believe,”
“expect,” “may,” “will,” “should,” “seek,” “plan,” “intend”
or “anticipate” or the negative thereof or comparable terminology, or by discussion of strategy. Forward-looking statements
represent as of the date of this prospectus our judgment relating to, among other things, future results of operations, growth
plans, sales, capital requirements and general industry and business conditions applicable to us. Such forward-looking statements
are based largely on our current expectations and are inherently subject to risks and uncertainties. Our actual results could differ
materially from those that are anticipated or projected as a result of certain risks and uncertainties, including, but not limited
to, a number of factors, such as:
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successful execution of our business strategy, particularly for new endeavors;
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the performance of our targeted markets;
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competitive product and pricing pressures;
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changes in business relationships with our major customers;
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successful integration of acquired businesses;
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the content we distribute through our in-theatre, on-line and mobile services may expose us to liability;
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general economic and market conditions;
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the effect of our indebtedness on our financial condition and financial flexibility, including, but not limited to, the ability
to obtain necessary financing for our business; and
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the other risks and uncertainties that are described under “Risk Factors” and elsewhere in this prospectus and
from time to time in our filings with the SEC.
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These factors are not necessarily all of the important factors
that could cause actual results to differ materially from those expressed in our forward-looking statements. Except as otherwise
required to be disclosed in periodic and current reports required to be filed by public companies with the SEC pursuant to the
SEC's rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, we cannot
assure you that the forward-looking information contained in this prospectus will in fact transpire.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in
this prospectus, any prospectus supplement and the documents incorporated by reference. It does not contain all of the information
that you should consider before making a decision to invest in the Common Stock. You should read carefully the entire prospectus,
any applicable prospectus supplement and the documents incorporated by reference, including “Risk Factors” and the
Consolidated Financial Statements and Notes thereto included elsewhere or incorporated by reference in this prospectus or any prospectus
supplement.
In this prospectus, “Cinedigm”, “we,”
“us,” “our” and the “Company” refer to Cinedigm Corp. and its subsidiaries unless the context
otherwise requires.
OUR BUSINESS
OVERVIEW
Cinedigm was incorporated in Delaware on March 31, 2000. We
are (i) a leading distributor and aggregator of independent movie, television and other short form content managing a library of
distribution rights to thousands of titles and episodes released across digital, physical, and home and mobile entertainment platforms
as well as (ii) a leading servicer of digital cinema assets on over 12,000 domestic and foreign movie screens.
Since our inception, we have played a significant role in the
digital distribution revolution that continues to transform the media landscape. In addition to our pioneering role in transitioning
over 12,000 movie screens from traditional analog film prints to digital distribution, we have become a leading distributor of
independent content, both through organic growth and acquisitions. We distribute products for major brands such as the Discovery
Networks, National Geographic and Scholastic as well as leading international and domestic content creators, movie producers, television
producers and other short form digital content producers. We collaborate with producers, major brands and other content owners
to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment
platforms, including but not limited to, iTunes, Amazon Prime, Netflix, Hulu, Xbox, PlayStation, and cable video-on-demand ("VOD")
and (ii) physical goods, including DVD and Blu-ray Discs. In addition, we operate a growing number of branded and curated over-the-top
("OTT") entertainment channels, including Docurama, CONtv and Dove Entertainment Channel.
We report our financial results in four primary segments as
follows: (1) the first digital cinema deployment (“Phase I Deployment”), (2) the second digital cinema deployment (“Phase
II Deployment”), (3) digital cinema services (“Services”) and (4) media content and entertainment group (“Content
& Entertainment”). The Phase I Deployment and Phase II Deployment segments are the non-recourse, financing vehicles and
administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout the United States
and Canada, and in Australia and New Zealand. Our Services segment provides fee-based support to over 12,000 movie screens in our
Phase I Deployment and Phase II Deployment segments as well as directly to exhibitors and other third party customers in the form
of monitoring, billing, collection and verification services. Our Content & Entertainment segment is a market leader in: (1)
ancillary market aggregation and distribution of entertainment content, and (2) branded and curated OTT digital network business
providing entertainment channels and applications.
We are structured so that our digital cinema business (collectively,
our Phase I Deployment, Phase II Deployment and Services segments) operates independently from our Content & Entertainment
business. As of September 30, 2017, we had approximately $48.8 million of outstanding debt principal that relates to, and is serviced
by, our digital cinema business and is non-recourse to us. We also had approximately $74.6 million of outstanding debt principal
that is a part of our Content & Entertainment segment, of which $46.8 million was retired subsequent to September 30, 2017.
OUR PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 45 West 36th
Street, 7th Floor, New York, New York 10018, and our telephone number is 212-206-8600. Our e-mail address is info@cinedigm.com
and our web site address is
www.cinedigm.com
. Information accessed on or through our web site does not constitute a part
of this prospectus.
THE OFFERING
Selling stockholders
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Bison Entertainment Investment Limited and McGurk Living Trust, including their transferees, pledgees, donees or successors
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Securities that may be offered by the selling stockholders from time to time
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Up to 20,000,000 shares of Common Stock
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Use of proceeds
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We will not receive any proceeds from the resale of shares of Common Stock by the selling stockholders.
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Nasdaq symbol
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CIDM
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When we refer to the “selling stockholders” in this
prospectus, we are referring to the entities named in this prospectus as the selling stockholders and, as applicable, any pledgee,
assignee, permitted transferee or other successor-in-interest selling shares received after the date of this prospectus from the
selling stockholders as a pledge, assignment or other transfer that may be identified in a supplement to this prospectus or, if
required, a post-effective amendment to the registration statement of which this prospectus is a part.
This prospectus contains our trademarks, tradenames and servicemarks
and also contains certain trademarks, tradenames and servicemarks of other parties.
RISK FACTORS
An investment in our securities involves a high degree of
risk and uncertainty. In addition to the other information included in this prospectus, you should carefully consider each of the
risk factors set forth in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q on file with
the SEC, which are incorporated by reference into this prospectus, and any subsequent Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus. The risks described are not the only ones
facing our company. Additional risks not presently known to us or that we presently consider immaterial may also adversely affect
our company. If any of the risks described occur, our business, financial condition, results of operations and prospects could
be materially adversely affected. In that case, the trading price of our securities could decline, and you could lose all or part
or your investment. In assessing these risks, you should also refer to the other information included or incorporated by reference
in this prospectus.
Risks Related to Our Common Stock and
this Offering
Risks Related to our
Common Stock
The liquidity of the Common Stock
is uncertain; the limited trading volume of the Common Stock may depress the price of such stock or cause it to fluctuate significantly.
Although the Common Stock is listed on
Nasdaq, there has been a limited public market for the Common Stock and there can be no assurance that a more active trading market
for the Common Stock will develop. As a result, you may not be able to sell your shares of Common Stock in short time periods,
or possibly at all. The absence of an active trading market may cause the price
per share of the Common
Stock to fluctuate significantly.
Substantial resales or future issuances
of our Common Stock could depress our stock price.
The market price for the
Common Stock could decline, perhaps significantly, as a result of resales or issuances of a large number of shares of the Common
Stock in the public market or even the perception that such resales or issuances could occur, including resales of the shares being
registered hereunder pursuant to the registration statement of which this prospectus is a part. In addition, we have issued a substantial
number of outstanding options, warrants and other securities convertible into shares of Common Stock that may be exercised in the
future. Certain holders of our securities, including with respect to shares of Common Stock issuable in exchange for warrants,
have demand and piggy-back registration rights. These factors could also make it more difficult for us to raise funds through future
offerings of our equity securities.
You will incur substantial dilution
as a result of certain future equity issuances.
We have a substantial number
of options, warrants and other securities currently outstanding which may be immediately exercised or converted into shares of
Common Stock. To the extent that these options, warrants or similar securities are exercised or converted, or to the extent we
issue additional shares of Common Stock in the future, as the case may be, there will be further dilution to holders of shares
of the Common Stock.
Our issuance of preferred stock could
adversely affect holders of Common Stock
.
Our board
of directors is authorized to issue series of preferred stock without any action on the part of our holders of Common Stock. Our
board of directors also has the power, without stockholder approval, to set the terms of any such series of preferred stock that
may be issued, including voting rights, dividend rights, preferences over our Common Stock with respect to dividends or if we liquidate,
dissolve or wind up our business and other terms. If we issue preferred stock in the future that has preference over our Common
Stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock
with voting rights that dilute the voting power of our Common Stock
, the rights of holders of our Common Stock or the price
of our Common Stock could be adversely affected.
Provisions of our
certificate of incorporation and Delaware law could make it more difficult for a third party to acquire us.
Provisions of our certificate
of incorporation could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders.
Our certificate of incorporation
authorizes the issuance of 15,000,000 shares of preferred stock. The terms of our preferred stock may be fixed by the company’s
board of directors without further stockholder action. The terms of any outstanding series or class of preferred stock may include
priority claims to assets and dividends and special voting rights, which could adversely affect the rights of holders of Common
Stock. Any future issuance(s) of preferred stock could make the takeover of the company more difficult, discourage unsolicited
bids for control of the company in which our stockholders could receive premiums for their shares, dilute or subordinate the rights
of holders of Common Stock and adversely affect the trading price of the Common Stock.
Our 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.
The trading price of the
Common Stock has been volatile and may continue to be volatile in response to various factors, some of which are beyond our control.
Any of the factors listed below could have a material adverse effect on an investment in the Common Stock:
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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial
results of companies perceived to be similar to us;
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changes in the market’s expectations about our operating results;
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success of competitors;
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our operating results failing to meet the expectation of securities
analysts or investors in a particular period;
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changes in financial estimates and recommendations by securities
analysts concerning us, the market for digital and physical content, content distribution and entertainment in general;
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operating and stock price performance of other companies that investors
deem comparable to us;
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our ability to market new and enhanced products on a timely basis;
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changes in laws and regulations affecting our business or our industry;
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commencement of, or involvement in, litigation involving us;
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changes in our capital structure, such as future issuances of securities
or the incurrence of additional debt;
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the volume of shares of the Common Stock available for public sale;
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any major change in our board of directors or management;
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sales of substantial amounts of Common Stock by our directors, executive
officers or significant stockholders or the perception that such sales could occur; and
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general economic and political conditions such as recessions, interest
rates, international currency fluctuations and acts of war or terrorism.
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Broad market and industry
factors may materially harm the market price of the Common Stock irrespective of our operating performance. The stock market in
general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the
Common Stock, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies
that investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions
or results of operations. A decline in the market price of the Common Stock also could adversely affect our ability to issue additional
securities and our ability to obtain additional financing in the future.
Anti-takeover provisions
contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
Our fifth amended and restated
certificate of incorporation and bylaws, as amended, contain provisions that could have the effect of delaying or preventing changes
in control or changes in our management without the consent of our board of directors. These provisions include:
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no cumulative voting in the election of directors, which limits the
ability of minority stockholders to elect director candidates;
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the exclusive right of our board of directors to elect a director
to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which
prevents stockholders from being able to fill vacancies on our board of directors;
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the ability of our board of directors to determine to issue shares
of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without
stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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the requirement that an annual meeting of stockholders may be called
only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take
action, including the removal of directors;
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limiting the liability of, and providing indemnification to, our
directors and officers;
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controlling the procedures for the conduct and scheduling of stockholder
meetings; and
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providing that directors may be removed prior to the expiration of
their terms by the Board of Directors only for cause.
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These provisions, alone
or together, could delay hostile takeovers and changes in control of the Company or changes in our management.
As a Delaware corporation,
we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law (the “DGCL”),
which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations
without approval of the holders of substantially all of our outstanding common stock. Any provision of our certificate of incorporation
or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our
stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are
willing to pay for the Common Stock.
We may not be able
to maintain the listing of our Common Stock on Nasdaq, which may adversely affect the ability of purchasers of Common Stock in
this offering to resell their securities in the secondary market.
If the Company were unable
to meet the continued listing criteria of Nasdaq and the Common Stock became delisted, trading of the Common Stock could thereafter
be conducted in the over-the-counter markets in the OTC Pink, also known as “pink sheets” or, if available, on the
OTC Bulletin Board.
Any such delisting could
harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in
the loss of confidence in our financial stability by suppliers, customers and employees. Investors would likely find it more difficult
to dispose of, or to obtain accurate market quotations for, the Common Stock, as the liquidity that Nasdaq provides would no longer
be available to investors. In addition, the failure of our Common Stock to continue to be listed on the Nasdaq could adversely
impact the market price for the Common Stock, and we could face a lengthy process to re-list the Common Stock, if we are able to
re-list the Common Stock.
We have no present intention of paying
dividends on our Common Stock.
We have never paid any cash dividends on
our Common Stock and have no present plans to do so. As a result, you may not receive any return on an investment in our Common
Stock unless you sell the shares for a price greater than that which you paid for them.
Our ability to raise capital in the
future may be limited, which could make us unable to fund our capital requirements.
Our business and operations may consume
resources faster than we anticipate, or we may require additional funds to pursue acquisition or expansion opportunities. In the
future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional
financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be
unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders
to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on
our Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders
bear the risk of our future securities offerings reducing the market price of our Common Stock, diluting their interest or being
subject to rights and preferences senior to their own.
USE OF PROCEEDS
We will receive no proceeds from the sale of any of or all of
the shares being offered by the selling stockholders under this prospectus. The selling stockholders will receive all of the proceeds
from this offering.
The selling stockholders will pay any underwriting discounts
and commissions and expenses incurred by the selling stockholders for legal services or any other expenses incurred by the selling
stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration
of the shares covered by this prospectus, including, without limitation, all registration and filing fees, fees and expenses of
our counsel, and our independent registered public accountants.
SELLING STOCKHOLDERS
The following table sets forth as of December 15, 2017, certain
information with respect to the beneficial ownership of the Common Stock as to the selling stockholders.
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Shares
Beneficially Owned
Prior
to Offering
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Shares
which
may
be offered
Pursuant
to this
Offering
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Shares
Beneficially
Owned
After Offering
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Name
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Number
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Percent
(a)
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Number
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Number
(b)
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Percent
(a)
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Bison Entertainment Investment
Limited (c)
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19,666,667
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56
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%
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19,666,667
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0
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—
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McGurk Living Trust (d)
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382,333
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1.1
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%
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333,333
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49,000
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*
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* Less than 1%.
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(a)
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Applicable percentage of ownership is based on 34,824,600 shares of Common Stock issued and outstanding as of December 15,
2017 together with all applicable options, warrants and other securities convertible into shares of Common Stock for the named
stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power
with respect to shares. Shares of Common Stock subject to options, warrants or other convertible securities exercisable within
60 days after December 15, 2017 are deemed outstanding for computing the percentage ownership of the person holding such options,
warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except
as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares shown.
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(b)
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Assumes sale of all shares offered under this prospectus.
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(c)
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Bison Entertainment Investment Limited is wholly owned by Bison Entertainment and Media Group, which is wholly owned by Bison
Capital Holding Company Limited. Fengyun Jiang is the sole owner of Bison Capital Holding Company Limited. Peixin Xu is Ms. Jiang’s
spouse and is a member of the Company’s Board of Directors.
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(d)
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Christopher J. McGurk is a trustee of McGurk Living Trust and has voting and dispositive control over such securities. Mr.
McGurk is the Company’s Chief Executive Officer and Chairman of the Board of Directors.
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On November 1, 2017, pursuant to the Stock Purchase Agreement
dated as of June 29, 2017, by and between the Company and Bison Entertainment Investment Limited, the Company issued and sold to
Bison Entertainment Investment Limited 19,666,667 shares of the Company’s Common Stock. As a result, Bison Entertainment
Investment Limited has the right to, and did, nominate two candidates to serve as directors of the Company. Such nominees were
appointed on, and have served as directors since, November 1, 2017.
On November 1, 2017, pursuant to the Stock Purchase Agreement
dated as of November 1, 2017, by and between the Company and McGurk Living Trust, the Company issued and sold to McGurk Living
Trust 333,333 shares of Common Stock. Christopher J. McGurk, our Chairman and Chief Executive Officer, is a trustee of McGurk Living
Trust. On November 1, 2017, Mr. McGurk entered into a Voting Agreement with the Company pursuant to which he agreed to vote shares
of Common Stock owned or controlled by him in favor of the designees of Bison Entertainment Investment Limited to the Company’s
Board of Directors in future elections, among other things, subject to the terms thereof.
On November 1, 2017, we entered into a registration rights agreement
with each of Bison Entertainment Investment Limited and McGurk Living Trust (the “Registration Rights Agreement”),
for the resale of the shares of our Common Stock that they own. This registration statement is being filed to satisfy our obligations
under the Registration Rights Agreement.
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees,
transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any
stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may
be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:
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an underwritten offering on a firm commitment or best efforts basis;
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ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per
share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The selling stockholders may also sell shares under Rule 144
under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders
(or, if any broker-dealer acts as agent for the purchasers of shares, from the purchasers) in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any
profits on the resale of shares of Common Stock by a broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable
to the sale of shares will be borne by the selling stockholders.
The selling stockholders may from time to time pledge or grant
a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus after we have
filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or
amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as a selling stockholder
under this prospectus.
The selling stockholders also may transfer the shares of Common
Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
The selling stockholders and any broker-dealers or agents that
are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In the event that any of
the selling stockholders is deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act,
the selling stockholder will be subject to the prospectus delivery requirements of the Securities Act.
Each selling stockholder has advised us that it has not entered
into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its shares of
Common Stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of Common
Stock by the selling stockholder. If we are notified by the selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of shares of Common Stock, if required, we will file a supplement to this prospectus. If
the selling stockholder uses this prospectus for any sale of the shares of Common Stock, it will be subject to the prospectus delivery
requirements of the Securities Act, unless an exemption therefrom is available.
There can be no assurance that any selling stockholder will
sell any or all of the shares of Common Stock registered pursuant to this prospectus.
The selling stockholders will be responsible to comply with
the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, the anti-manipulation rules of Regulation M under the Exchange Act, as applicable to such selling stockholders
in connection with resales of its respective shares under this registration statement.
Once sold under the registration statement of which this prospectus
forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.
The Company is required to pay all fees and expenses incident
to the registration of the shares, but the Company will not receive any proceeds from the sale of the Common Stock. The Company
has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
The validity of the offered securities has been passed on for
us by Kelley Drye & Warren LLP, New York, New York.
EXPERTS
The consolidated balance sheets of Cinedigm Corp. as of March
31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, deficit and cash flows for each of
the years in the two-year period ended March 31, 2017 have been audited by EisnerAmper LLP, independent registered public accounting
firm, as stated in their report which is incorporated herein by reference. Such financial statements have been incorporated herein
by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
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