|3 Months Ended|
Apr. 30, 2022
(16) Subsequent Events
Fifth Amendment to the Siena Loan Agreement
On May 6, 2022, the parties to the Loan and Security Agreement entered into a Fifth Amendment to the Siena Loan Agreement (the “Fifth Amendment”), which revised the agreement to request that Agent and Lenders agree to join Portal as a new borrower (the “New Borrower”) under the Loan Agreement and amend the terms and conditions set forth in the Loan Agreement.
Securities Purchase Agreement with Craig-Hallum Capital Group LLC
On May 11, 2022, iMedia Brands, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages to the Purchase Agreement (collectively, the “Purchasers”) pursuant to which, among other things, the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “Offering”), an aggregate of 7,801,303 shares of common stock or pre-funded warrants to purchase common stock, each of which is coupled with a warrant to purchase one share of common stock. In more detail, the Company agreed to issue and sell to the Purchasers: (i) 4,136,001 shares of its common stock, at an offering price of $3.07 per share (the “Shares”), (ii) pre-funded warrants to purchase up to 3,763,022 shares of its common stock at an offering price of $3.0699 per pre-funded warrant (the “Pre-Funded Warrants”), which represents the per share offering price of its common stock less the $0.0001 per share exercise price for each pre-funded warrant and (iii) warrants to purchase up to 7,899,023 shares of its common stock, with a per share exercise price of $2.94 (the “Common Warrants”), which will only be exercisable for common stock upon receipt of shareholder approval of an increase in the number of authorized shares of the Company’s common stock to 40,000,000 pursuant to an amendment to the Company’s Articles of Incorporation, which the Company will first seek to obtain at its upcoming 2022 annual meeting of shareholders (the “Charter Amendment”), and will be exercisable until the earlier of (a) five years from the date of receiving shareholder approval of the Charter Amendment and (b) six years from the date of warrant issuance. Of these securities, 97,720 Shares and 97,720 Common Warrants are being purchased by Craig-Hallum Capital Group LLC (the “Placement Agent”) at a purchase price of $3.07. The initial closing of the Offering occurred on May 16, 2022 (the “Initial Closing Date”), subject to customary closing conditions, with subsequent closings to occur within 180 days of the receipt of shareholder approval of the Charter Amendment.
The Offering resulted in gross proceeds to the Company of approximately $24,000, before deducting placement agent fees and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering to pay off $7,500 of its existing debt to Growth Capital Partners, LLC and for working capital and general corporate purposes.
Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, became exercisable immediately upon issuance and will survive until it is exercised in full.
Each Common Warrant has an exercise price of $2.94 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable at any time on or after the date the Charter Amendment is filed and accepted with the State of Minnesota until the earlier of (a) five years from the date of receiving shareholder approval of the Charter Amendment and (b) six years from the date of warrant issuance.
Partial Repayment of GCP Promissory Note
On May 17, 2022, the Company paid down $7,500 of the GCP Promissory Note.
Amendment to Seller Note
On May 26, 2022, the parties to the 1-2-3.tv Seller Note amended the Note to postpone the maturity of a portion of the Note, EUR 6,500, to be repaid in February 2023 rather than November 2022. The remaining payment provisions are unaffected by the Amendment to the Note.
Sixth Amendment to the Siena Loan Agreement
On May 27, 2022, the parties to the Loan and Security Agreement entered into a Sixth Amendment to the Siena Loan Agreement (the “Sixth Amendment”), which revised the agreement to consent to the repayment of the short term loan advanced by 1-2-3.TV GmbH in the amount of $1,500. The Sixth Amendment also amended the required Minimum Liquidity and Senior Debt Leverage Ratio and amended the terms and conditions set forth in the Loan Agreement.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef