Cineverse 10-K年報顯示現金僅340萬美元 營運資金缺口1220萬美元

10-K
 
 
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 2026
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 001-31810
 
Cineverse Corp.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
 

 
 Delaware

 

 22-3720962

 

 
 (State or Other Jurisdiction of Incorporation or Organization)

 

 (I.R.S. Employer Identification No.)

 

 
 

 

 

 

 
 224 W. 35th St., Suite 500 #947, New York, NY

 

 10001

 

 
 (Address of principal executive offices)

 

 (Zip Code)

 

 (212) 206-8600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

 
 
 
 
 
 
 
 

 
 Title of each class

 

 Trading Symbol

 

 Name of each exchange 
on which registered

 

 
 CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

 

 CNVS

 

 The Nasdaq Stock Market

 

 Securities registered pursuant to Section 12(g) of the Act: NONE

 
 
 
 
 
 

 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

 Yes ☐ No ☒

 

 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

 

 Yes ☐ No ☒

 

 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

 Yes ☒ No ☐

 

 
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

 Yes ☒ No ☐

 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 
 
 
 
 
 
 
 

 
 Large accelerated filer ☐

 Accelerated filer ☐

 Non-accelerated filer ☒

 Smaller reporting company ☒ 

 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 
 
 
 
 

 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes ☐ No ☒

 

 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer based on a price of $3.36 per share, the closing price of such common equity on The Nasdaq Stock Market, as of September 30, 2025, was $57,567,511 for purposes of the foregoing calculation, all directors, officers and shareholders who beneficially own 10% of the shares of such common equity have been deemed to be affiliates, but the Company disclaims that any of such persons are affiliates.
As of June 19, 2026, 23,417,021 shares of Class A Common Stock, par value $0.001 per share were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE 
None.

  

 
  

 Cineverse Corp.
TABLE OF CONTENTS
 

 
 
 
 
 
 

 
 

 Page

 

 
 FORWARD-LOOKING STATEMENTS

 ii

 

 
 

 

 
 

 PART I

 1

 

 
 

 

 

 

 
 ITEM 1.

 Business

 1

 

 
 ITEM 1A.

 Risk Factors

 3

 

 
 ITEM 1B.

 Unresolved Staff Comments

 16

 

 
 ITEM 1C.

 Cybersecurity

 16

 

 
 ITEM 2.

 Properties

 17

 

 
 ITEM 3.

 Legal Proceedings

 17

 

 
 ITEM 4.

 Mine Safety Disclosures

 17

 

 
 

 

 

 

 
 

 PART II

 18

 

 
 

 

 

 

 
 ITEM 5.

 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 18

 

 
 ITEM 6.

 [Reserved]

 18

 

 
 ITEM 7.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 19

 

 
 ITEM 8.

 Financial Statements and Supplementary Data

 30

 

 
 ITEM 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 59

 

 
 ITEM 9A.

 Controls and Procedures

 59

 

 
 ITEM 9B.

 Other Information

 59

 

 
 ITEM 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 59

 

 
 

 

 

 

 
 

 PART III

 61

 

 
 

 

 

 

 
 ITEM 10.

 Directors, Executive Officers and Corporate Governance

 61

 

 
 ITEM 11.

 Executive Compensation

 68

 

 
 ITEM 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 75

 

 
 ITEM 13.

 Certain Relationships and Related Transactions, and Director Independence

 76

 

 
 ITEM 14.

 Principal Accountant Fees and Services

 77

 

 
 

 

 

 

 
 

 PART IV

 79

 

 
 

 

 

 

 
 ITEM 15.

 Exhibits and Financial Statement Schedules

 79

 

 
 

 

 

 
 SIGNATURES

 85

 

  

 i

 
  

 FORWARD-LOOKING STATEMENTS
Various statements contained in this report or incorporated by reference into this report 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 report 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:
•successful execution of our business strategy, particularly for new endeavors;

•the performance of our targeted markets;

•competitive product and pricing pressures;

•changes in business relationships with our major customers;

•successful integration of acquired businesses;

•the content we distribute through our in-theatre, online and mobile services may expose us to liability;

•general economic and market conditions;

•our financial condition and financial flexibility, including, but not limited to, our ability to obtain necessary financing for our business as and when needed;

•the other risks and uncertainties that are set forth in Item 1, “Business”, Item 1A “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the Securities and Exchange Commission (“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 report will in fact transpire.

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 PART I 
ITEM 1. BUSINESS
 
OVERVIEW
 
Cineverse Corp. (“Cineverse”, “us”, “our”, "we", and “Company” refers to Cineverse Corp. and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000. 
 
The Company has a long legacy in using technology to transform the entertainment industry and played a pioneering role in transitioning movie screens from traditional analog film prints to digital distribution. In recent years, Cineverse has transformed itself into a leading technology and independent streaming company.
 
Cineverse is a premier technology and entertainment company with its core streaming business operating as (i) a portfolio of owned and operated streaming channels with enthusiast fan bases; (ii) a large-scale global aggregator and full-service distributor of feature films and television programs; and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video-on-demand ("SVOD"), dedicated ad-supported ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts. Our streaming channels reach audiences in several distinct ways: direct-to-consumer, through these major application platforms, and through third-party distributors of content on platforms. 
 
The Company’s streaming technology platform, known as Matchpoint™, is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform. Through the integration of Giant Worldwide, Matchpoint™ has expanded its automated media services ecosystem by adding deep operational expertise in digital delivery fulfillment, Master QC, content localization, and OTT content testing to longstanding studio relationships.
 
The Company’s Connected TV (“CTV”) monetization platform, IndiCue, provides proprietary location-based digital advertising technology solutions that offer advertisers a targetable, measurable, and accountable way to utilize CTV media and data solutions at scale. The Company also provides solutions for media owners, including an advertising platform for DOOH ("Digital Out-of-Home") networks that enables users to manage advertising inventory, optimize sales, and monetize unsold inventory. 
 
We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, 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 Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as (ii) physical goods, including DVD and Blu-ray Discs. 
 
Cineverse’s broad portfolio enables the Company to achieve significant market share on key consumer streaming devices and platforms. As its channel portfolio has grown, the Company’s viewership and subscription metrics have grown significantly. The Company has rights to a library of over 66,000 titles, has reached over 130 million streaming viewers, has over 1.5 million SVOD subscribers, and 25 million followers on social media. The Company is well positioned in a changing media and entertainment landscape. As a leading independent distributor, the Company believes the enthusiast segment provides a significant and underserved market opportunity on a global basis. Today, the Company operates channels in numerous specialty sectors, including faith and family, anime, action, horror, sports, Westerns, Asian, stand-up comedy, and other major segments. From time to time, the Company will cease operating or distributing channels that do not find adequate audiences or meet the needs of platforms or audiences. We believe our scaled channel portfolio, our superior capabilities in launching and managing channels at scale, and our strategic partnerships with key content owners and platforms will provide us with a strategic advantage to gain considerable market share in the foreseeable future.
 
Given our ability to centralize operations and reduce operating costs with our proprietary technology, the Company also pursues accretive mergers and acquisitions ("M&A") opportunities in order to grow profitably and fortify its competitive advantage. 
 

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 As part of its M&A strategy, the Company:
•explores opportunities for new technology and other revenue channels including e-commerce, podcasts and merchandise; and

•leverages its proprietary tech platform MatchpointTM, which allows for onboarding multiple acquisitions concurrently.

The Company believes it is positioned to deliver sustained profitable growth in the future by executing on several key areas of focus:
 
•Content: Acquiring and distributing high-quality, curated content through SVOD, AVOD and linear FAST channels.

•Audience: Growing viewership and subscription numbers significantly beyond our current base of more than 76 million monthly viewers to potentially hundreds of millions of global viewers across billions of connected devices.

•Technology and Distribution: 

oExpanding streaming content and media services businesses through its Matchpoint™ platform,

oOffering targetable, measurable, and accountable CTV solutions through advertising technology.

oLaunching and scaling our portfolio of enthusiast streaming channels.

oAccelerating the Company’s device and platform reach and further establishing key strategic advantages through expanded partnership deals with connected streaming TV companies including Amazon, Samsung, Roku, YouTube TV and Vizio, as well as large OEMs, cable companies and technology platforms including LG, Sling TV, and others; and

oLicensing film and TV content to leading players in OTT streaming ecosystem with Amazon, Apple, Netflix and Google.

•Financial Performance/Metrics:

oDriving EBITDA through incremental revenue growth from technology product launches such as Matchpoint™, expansion of distribution, improved monetization and partnerships, and continuous efforts on cost mitigation.

 
Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CNVS.” 
 
Our Strategy
 
We believe that our large content library, long-standing relationships with digital platforms, state of the art technologies and years of experience operating and growing streaming audiences will allow us to continue to build a diversified portfolio of services and offerings that generate recurring revenue streams from advertising, subscriptions, merchandising, and services. We believe that our success, market leadership and scale will continue to attract strong brands, media companies, and CTV supply partners.
 
We believe that we are well positioned to succeed in the streaming, media services and CTV advertising channel business for the following key reasons:
•More than 15 years of experience as a primary distributor of content to scale third-party OTT platforms such as Netflix, Hulu, Amazon Prime, Tubi, Apple iTunes and more, and nearly seven years of history operating OTT channels with millions of downloads, hundreds of thousands of registered users, and hundreds of millions of discrete data points on our customer’s behavior and preferences;

•The depth and breadth of our over 66,000 title film and television episode library;

•Our digital assets and deep, long-standing relationships as launch partners that cover the major digital platforms and devices;

•Our marketing expertise;

•Our flexible releasing strategies, which differ from larger entertainment companies that need to protect their legacy businesses;

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 •Our proprietary streaming technology enables us to operate at scale and at lower operating costs than our competitors; and

•Our experienced management team.

 
Intellectual Property
 
We own certain copyrights, trademarks and Internet domain names in connection with our business. We view these proprietary rights as valuable assets. We maintain registrations, where appropriate, to protect them and monitor them on an ongoing basis.
 
ENVIRONMENTAL 
 
The nature of our business does not subject us to environmental laws in any material manner.
 
EMPLOYEES 
 
As of March 31, 2026, we had 300 employees, 291 full-time and 9 part-time, on-leave, or temporary. Of these employees, 159 are in operations, 50 are in sales and marketing, and 91 are in executive, finance, technology and administrative functions. There are 145 employees based in the United States and 155 employees based in India. 
 
AVAILABLE INFORMATION 
 
Our Internet website address is www.cineverse.com. We will make available, free of charge at the “Investor Relations - Financial Information” section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports and statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.
 
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding companies that file electronically with the SEC. This information is available at www.sec.gov.
 
ITEM 1A. RISK FACTORS
 
An investment in our securities involves a degree of risk. The risks described below are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also have a material adverse effect on us. If any of the following risks actually occur, our financial condition, results of operations, cash flows or business could be harmed. In that case, the market price of our stock could decline and you could lose part or all of your investment in our securities.
 
Risks Related to our Business
 
We 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.
 
We have encountered and may continue to encounter the challenges, uncertainties and difficulties frequently experienced in new and rapidly evolving markets, including:
•limited operating experience; 

•net losses; 

•lack of sufficient customers or loss of significant customers; 

•a changing business focus; 

•increased competition;

•our ability to significantly increase our subscriber base and retain customers;

•our ability to enforce our contracts and collect receivables from third parties;

•fluctuations in the use of the internet for the purchase of consumer goods and services such as those we offer; 

•the success of our content licensing to/from other media companies;

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 •technical difficulties, system downtime or internet disruptions;

•the downward trend in sales of physical DVD and Blu-ray discs;

•our ability to successfully manage the integration of operations and technology resulting from possible future acquisitions;

•rapidly changing technology for some of the products and services we offer;

•difficulties in managing potentially rapid growth; and

•general economic conditions and economic conditions specific to the internet, online commerce and the media industry.

 
We expect competition to be intense. If we are unable to compete successfully, our business and results of operations will be seriously harmed.
 
The markets for technology and content distribution business are competitive, evolving and subject to rapid technological and other changes. We expect the intensity of competition in each of these areas to increase in the future. Companies willing to expend the necessary capital to create facilities and/or capabilities similar to ours may compete with our business. Increased competition may result in reduced, or prevent us from generating forecasted, revenues and/or margins and loss of market share, any of which could seriously harm our business. In order to compete effectively in each of these fields, we must differentiate ourselves from our competitors.
 
Many of our current and potential competitors may have longer operating histories and greater financial, technical, marketing and other resources than we do, which may permit them to adopt aggressive pricing policies. As a result, we may suffer from pricing pressures that could adversely affect our ability to generate revenues and our results of operations. Many of our competitors also have significantly greater name and brand recognition and a larger customer base than us. If we are unable to compete successfully, our business and results of operations will be seriously harmed.
 
Our 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.
 
Strategic and financially appropriate acquisitions are a key component of our growth strategy. Although there are no acquisitions identified by us as probable at this time, we may make acquisitions of similar or complementary businesses or assets. Even if we identify appropriate acquisition candidates, we may be unable to successfully negotiate the terms of the acquisitions, finance them, integrate the acquired business into our then-existing business, obtain required regulatory approvals, and/or attract and retain customers. Completing an acquisition and integrating an acquired business may require a significant diversion of management time and resources and may involve assuming new liabilities. Any acquisition also involves the risks that the assets acquired may prove less valuable than expected, that we may assume unknown or unexpected liabilities, costs and problems, and/or that the anticipated benefits of the acquired business, when integrated, are not realized. If we make one or more significant acquisitions in which any of the consideration consists of our capital stock, your equity interest in the Company could be diluted, perhaps significantly. If we were to proceed with one or more significant acquisitions in which the consideration included cash, we could be required to use a substantial portion of our available cash or obtain additional financing to consummate them.
 
We 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.
 
We are required under generally accepted accounting principles to review our goodwill and definite-lived intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill must be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our reporting units and intangible assets may not be recoverable include, slower growth rates in our industry or our own operations, and/or other materially adverse events that have implications on the profitability of our business. We may be required to record additional charges to earnings during any period in which further impairment of our goodwill or other intangible assets is determined that could adversely affect our results of operations.

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 If we do not manage our growth, our business will be harmed.
 
We may not be successful in managing our growth. Past growth has placed, and future growth will continue to place, significant challenges on our management and resources. To manage the expected growth of our operations, we will need to improve our existing, and implement new, operational and financial systems, procedures and controls. We may also need to expand our finance, administrative, client services and operations staff and train and manage our growing employee base effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. Our business, results of operations and financial position may suffer if we do not effectively manage our growth.
 
If we are not successful in protecting our intellectual property, our business will suffer.
 
We depend heavily on technology and viewing content to operate our business. Our success depends on protecting our intellectual property, which is one of our most important assets. We have intellectual property consisting of:
 
•rights to certain domain names;

•registered service marks on certain names and phrases; 

•various unregistered trademarks and service marks; 

•film, television and other forms of viewing content; 

•know-how; and 

•rights to certain logos.

 
If we do not adequately protect our intellectual property, our business, financial position and results of operations would be harmed. Our means of protecting our intellectual property may not be adequate. Unauthorized parties may attempt to copy aspects of our intellectual property or to obtain and use information that we regard as proprietary. In addition, competitors may be able to devise methods of competing with our business that are not covered by our intellectual property. Our competitors may independently develop similar technology, duplicate our technology or design around any intellectual property that we may obtain.
 
Although we hold rights to various web domain names, regulatory bodies in the United States and abroad could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. The relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. We may be unable to prevent third-parties from acquiring domain names that are similar to or diminish the value of our proprietary rights.
 
We 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.
 
We maintain an amount of 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. Our level of indebtedness could require a significant portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities.
 
In addition, our current credit facilities contain, and any future credit facilities will likely contain, covenants and other provisions that restrict our operations. These restrictive covenants and provisions could limit our ability to obtain future financing, make needed capital expenditures, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary or advisable corporate activities, and may prevent us from taking advantage of business opportunities that arise in the future. If we refinance our credit facilities, we cannot guarantee that any new credit facility will not contain similar or other covenants and restrictions.
 
Cinedigm Digital Funding 2, LLC ("CDF2") and CDF2 Holdings, LLC ("CDF2 Holdings") are our indirect wholly-owned, non-consolidated variable interest entities ("VIEs") that are intended to be special purpose, bankruptcy remote entities. CDF2 Holdings has entered into a lease (the “CHG Lease”) pursuant to which CHG-Meridian U.S. Finance, Ltd. provided sale/leaseback financing for digital cinema projection systems that were partially financed as part of the Phase II deployment of our legacy digital equipment business. The CHG Lease is non-recourse to Cineverse and our subsidiaries, excluding our VIEs, CDF2 and CDF2 Holdings, as the case may be. Our financial 

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 exposure related to the debt of CDF2 and CDF2 Holdings is limited to the $2.0 million initial investment we made into CDF2 and CDF2 Holdings. CDF2 Holding’s total stockholder’s deficit as of March 31, 2026, was $59.2 million. We have no obligation to fund the operating loss or the deficit beyond our initial investment, and accordingly, we carried our investment in CDF2 Holdings at $0 as of March 31, 2026 and 2025.
 
The obligations and restrictions under the CHG Lease could have important consequences for CDF2 and CDF2 Holdings, including:
•restricting us from incurring liens on the digital cinema projection systems financed and from subleasing, assigning or modifying the digital cinema projection systems financed; and 

•requiring 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.

 
If we are unable to meet our debt obligations, we could be forced to restructure or refinance our obligations, to seek additional equity financing or to sell assets, which we may not be able to do on satisfactory terms or at all. As a result, we could default on those obligations and in the event of such default, our lenders could accelerate our debt or take other actions that could restrict our operations.
 
The foregoing risks would be intensified to the extent we borrow additional money or incur additional debt.
 
We may not be able to generate the amount of cash needed to fund our future operations.
 
Our ability either to make payments on or to refinance our indebtedness, or to fund planned capital expenditures and research and development efforts, will depend on our ability to generate cash in the future. Our ability to generate cash is in part subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.
 
Based on our current level of operations and in conjunction with the cost reduction measures that we have recently implemented and continue to implement, we believe our cash flow from operations, available borrowings and loan and credit agreement terms will be adequate to meet our future liquidity needs through at least the next twelve months. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity or capital requirements. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as:
•reducing capital expenditures; 

•reducing our overhead costs and/or workforce; 

•reducing research and development efforts; 

•selling assets; 

•restructuring or refinancing our remaining indebtedness; and 

•seeking additional funding.

 
We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that we will be able to make future borrowings in amounts sufficient to enable us to pay the principal and interest on our current indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.
 
We have incurred losses over the long-term.
 
We have incurred long-term losses and have financed our operations principally through equity investments and borrowings. As of March 31, 2026, we had a negative working capital, defined as current assets less current liabilities, of $(12.2) million, and cash and cash equivalents of $3.4 million, and total equity of $43.4 million. The Company used $26.5 million of net cash flows for its operations for the year ended March 31, 2026.
 
Our net losses and cash outflows may increase as and to the extent that we increase the size of our business operations, increase our sales and marketing activities, increase our content distribution rights acquisition activities, enlarge our customer support and professional services and acquire additional businesses. These efforts may prove to be more expensive than we currently anticipate which could further increase our losses. We must continue to increase our revenues in order to become profitable. We cannot reliably predict when, or if, we will become 

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 profitable. Even if we achieve profitability, we may not be able to sustain it. If we cannot generate operating income or positive cash flows in the future, we will be unable to meet our working capital requirements.
 
Our success will significantly depend on our ability to hire and retain key personnel.
 
Our success will depend in significant part upon the continued performance of our senior management personnel and other key technical, sales and creative personnel. We do not currently have significant “key person” life insurance policies for any of our employees. We currently have employment agreements with our Chief Executive Officer, our President and Chief Strategy Officer, our President of Technology and Chief Product Officer, our Chief Legal Officer, our Chief Financial Officer, our Chief Motion Pictures Officer, and our Chief People Officer. If we lose one or