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): November 23, 2020

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 x

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:

On November 23, 2020 the Registration Statement on Form S-1 (SEC File No. 333-239201) (the “Registration Statement”) filed by Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”) relating to the resale of up to 1,631,783 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), 654,747 Class W Warrants (the “Class W Warrants”) and 180,618 Class Z Warrants (the “Class Z Warrants,” and, together with the Class W Warrants, the “Warrants”), and the issuance of 835,365 shares of Class A Common Stock, was declared effective by the Securities and Exchange Commission (“SEC”).

The Warrants are governed by warrant agreements between the Company and Continental Stock Transfer & Trust Co., as warrant agent, dated November 23, 2020 (the “Warrant Agreements”). The material terms of the Warrant Agreements are fully described in the Company’s final prospectus, dated November 23, 2020, that forms a part of the Registration Statement, as filed with the SEC on November 23, 2020, and the description of such terms is incorporated herein by reference. This Current Report on Form 8-K is being filed solely to file the executed Warrant Agreements. The executed Warrant Agreements filed as exhibits to this Current Report on Form 8-K differ from the form of the Warrant Agreements filed as exhibits to the Registration Statement solely in that they have been modified to allow for cashless exercise of the Warrants whether or not there is an effective registration statement covering the resale of Class A Common Stock underlying the Warrants.

On November 23, 2020, Trema, LLC, a company principally owned and controlled by William J. Rouhana, Jr., our Chief Executive Officer, converted 159,432 shares of the Company’s Class B Common Stock into shares of Class A Common Stock on a one-for-one basis in accordance with the conversion terms of the Class B Common Stock.

(d)       Exhibits:

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.