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): December 29, 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 December 29, 2020, Chicken Soup for the Soul Entertainment Inc. (the “Company”) completed the offering and sale of an additional $1,408,150 aggregate principal amount of 9.50% Notes due 2025 (the “Notes”), pursuant to the underwriters’ partial exercise of the overallotment option granted in that certain Underwriting Agreement, dated as of December 17, 2020 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. as the sole underwriter. The Notes were offered and sold pursuant to a prospectus, dated December 17, 2020, which is part of the Company’s registration statement on Form S-1 (Registration No. 333-251202) declared effective by the Securities and Exchange Commission on December 17, 2020. Ladenburg Thalmann acted as sole bookrunning manager of the offering. The Notes were issued under a base indenture and a supplemental indenture, each dated as of July 17, 2020 between the Company and U.S. Bank National Association, as trustee.

The sale of the Notes resulted in net proceeds of approximately $1,305,988 after deducting underwriting discounts and commissions of approximately $102,162. The Company will have broad discretion with respect to the use of the net proceeds of the offering, which may include using of some or all of such proceeds to pay certain obligations to Sony Pictures Television Inc. or its affiliates that may otherwise be payable in shares of the Company’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”).

The press release announcing the closing of the over-allotment option is attached hereto as Exhibit 99.1.

(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.