Current Report Filing (8-k)
August 10 2022 - 6:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 9, 2022
Redbox Entertainment Inc.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation ) |
001-39741
(Commission
File Number) |
85-2157010
(IRS Employer
Identification No.) |
1 Tower Lane, Suite 800
Oakbrook
Terrace, Illinois
60181
(Address of Principal Executive Offices) (Zip Code)
|
Registrant’s
telephone number, including area code: (630)
756-8000 |
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A common stock, par value $0.0001 per share |
|
RDBX |
|
The
Nasdaq Stock Market, LLC |
Warrants
to purchase Class A common stock |
|
RDBXW |
|
The
Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item
5.07. | Submission
of Matters to a Vote of Security Holders. |
On August 9, 2022, Redbox Entertainment
Inc. (“Redbox” or the “Company”) held a special meeting of stockholders (the “Special Meeting”).
At the close of business on July 11, 2022, the record date for the Special Meeting there were 13,685,098 shares of Redbox class
A common stock issued and outstanding, 32,770,000 shares of Redbox class B common stock issued and outstanding and no shares of
preferred stock issued and outstanding. Only stockholders of record as of the record date for the Special Meeting were entitled to
vote at the Special Meeting. A total of 40,837,113 shares of common stock were voted virtually or by proxy, representing 87.9%
of the shares of common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special
Meeting. The following are the final voting results with respect to the proposals considered
and voted upon at the Special Meeting, each of which is described in the Company’s definitive proxy
statement/information statement/prospectus filed with the Securities and Exchange Commission on July 15, 2022.
Proposal 1: Redbox Merger Proposal
At the Special Meeting, the Company’s stockholders
voted to approve the transactions contemplated by the Merger Agreement, dated as of May 10, 2022, by and among Redbox, Chicken Soup
for the Soul Entertainment, Inc. (“CSSE”), RB First Merger Sub Inc., RB Second Merger Sub LLC, Redwood Opco Merger Sub
LLC and Redwood Intermediate LLC (the “Redbox Merger Proposal”). Approximately 85.04% of the outstanding shares of the
Company voted in favor of the Redbox Merger Proposal. The table below sets forth the voting results for this proposal:
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
39,503,634 | |
1,326,720 | |
6,759 | |
- |
Proposal 2: Redbox Adjournment Proposal
As there were sufficient votes at the time of
the Special Meeting to approve the Redbox Merger Proposal, the “Adjournment Proposal” described in the proxy statement/information
statement/prospectus was not presented to stockholders.
| Item
7.01. | Regulation
FD Disclosure. |
On August 9, 2022 the Company issued a press
release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated
by reference herein.
It is a condition to the closing of the transactions
contemplated by the Merger Agreement that the Redbox Merger Proposal shall have been approved by the requisite vote of the Company’s
stockholders as described in the proxy statement/information statement/prospectus. In light of the approval of the Redbox Merger Proposal
at the Special Meeting, the Company anticipates that the closing of the transactions contemplated by the Merger Agreement (the “Transactions”)
may occur on August 11, 2022, subject to the expiration or termination of the applicable waiting period under the Hart- Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the satisfaction or waiver of the other conditions to closing
of the Transactions. Each of the Company and CSSE filed its respective HSR Act notification form on July 11, 2022, and expects that
the 30-day waiting period will expire at 11:59 pm EDT on August 10, 2022, unless terminated earlier or otherwise extended.
| Item
9.01. | Financial
Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
REDBOX
ENTERTAINMENT INC. |
|
|
Date:
August 9, 2022 |
By: | /s/ Galen C.
Smith |
|
| Galen
C. Smith |
|
| Chief
Executive Officer |
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