UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 18, 2021

 

iMedia Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota   001-37495   41-1673770
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

6740 Shady Oak Road,

Eden Prairie, Minnesota 55344-3433

(Address of principal executive offices)

 

(952) 943-6000

(Registrant’s telephone number, including area code)

 

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
Common Stock, $0.01 par value IMBI Nasdaq Capital Market

 

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. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On February 18, 2021, iMedia Brands, Inc. (the “Company”) entered into an underwriting agreement with Craig-Hallum Capital Group LLC (the “Underwriter”) relating to the public offering, issuance and sale of 2,860,000 shares of its common stock (the “Offering”). The public offering price of each share of common stock is $7.00. In addition, the Company granted the Underwriter a 30-day option to purchase up to an additional 429,000 shares of common stock at the public offering price. The Offering is expected to close on or about February 22, 2021, subject to the satisfaction of customary closing conditions.

 

The gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses and excluding any exercise of the Underwriter’s option to purchase additional shares of common stock, are expected to be approximately $20 million. The Company anticipates using the net proceeds from the Offering for working capital and general corporate purposes.

 

The Underwriting Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, the Company, its directors and officers and certain of its stockholders agreed, for a period of 90 days, subject to certain exceptions, not to offer, sell, pledge or otherwise dispose of the common stock and other of the Company’s securities that they beneficially own, including securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of common stock, without the prior written consent of the Underwriter.

 

The Offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on July 14, 2020 and declared effective by the Commission on July 27, 2020 (File No. 333-239857), a base prospectus included as part of the registration statement, and a preliminary prospectus supplement, dated February 17, 2021, filed with the Commission pursuant to Rule 424(b) under the Securities Act. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding certain Minnesota law issues concerning the securities sold in the Offering.

 

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated herein by reference.

 

Item 8.01. Other Events.

 

On February 18, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

1.1Underwriting Agreement, dated February 18, 2021, by and between the Company and Craig-Hallum Capital Group LLC
5.1Opinion of Faegre Drinker Biddle & Reath LLP
23.1Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1)
99.1Press release dated February 18, 2021

 

 

 

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.

 

Date: February 18, 2021 iMedia Brands, Inc.
     
     
  By: /s/ Timothy A. Peterman
    Timothy A. Peterman
    Chief Executive Officer and Interim Chief Financial Officer