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): September 22, 2023

Registrant’s telephone number, including area code: (855) 398-0443

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

On September 22, 2023, Chicken Soup for the Soul Entertainment Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through September 21, 2023), the closing bid price of the Company’s Class A Common Stock, $0.0001 par value per share (“common stock”) had been below the minimum of $1 per share required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that the Company would be afforded 180 calendar days (until March 20, 2024) to regain compliance. In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days. The notification letter also stated that, in the event the Company does not regain compliance within the initial 180-day period, the Company may be eligible for an additional 180-day period. If the Company is not eligible for the additional 180-day period, or if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will provide notice after the end of the initial 180-day period that the Company’s securities will be subject to delisting.

The Nasdaq notification has no effect at this time on the listing of the Company’s common stock, 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.0001 par value per share, 9.50% Notes due 2025 or Redeemable warrants, each 11.494 warrants exercisable for one share of common stock at an exercise price of $132.18 per share, each of which will continue to trade uninterrupted under the symbol “CSSE”, “CSSEP”, “CSSEN” and “CSSEL,” respectively. The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.

The Company has and intends to continue certain initiatives to improve the Company’s cash flow and available working capital, including the consummation of accounts receivable factoring transactions with commercial banks, in addition to ongoing operating cost reduction measures. The Company has authorization from its board to factor up to an aggregate of $55 million in receivables, with any factoring discount limited to 5%. The Company also has and may continue to sell securities under its existing at the market agreements or in private placements from time to time. As previously reported, the Company is also exploring strategic transactions, including certain asset sales or a strategic sale of the Company, and is in active discussions with respect to potential transactions.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.