Initial Statement of Beneficial Ownership (3)
April 24 2020 - 5:09PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Invicta Media Investments, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/14/2020
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3. Issuer Name and Ticker or Trading Symbol
iMedia Brands, Inc. [IMBI]
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(Last)
(First)
(Middle)
3069 TAFT STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
HOLLYWOOD, FL 33021
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1091070 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants (right to buy) | 5/2/2019 | 5/1/2024 | Common stock | 252656 (2) | $15.0000 (2) | D | |
Warrants (right to buy) | 10/17/2020 | 4/14/2025 | Common stock | 122399 | $2.6600 | D | |
Warrants (right to buy) | 11/23/2020 | 4/14/2025 | Common stock | 61199 | $2.6600 | D | |
Warrants (right to buy) | 12/13/2020 | 4/14/2025 | Common stock | 61199 | $2.6600 | D | |
Warrants (right to buy) | 1/11/2021 | 4/14/2025 | Common stock | 122399 | $2.6600 | D | |
Warrants (right to buy) (1) | 7/11/2020 | 4/14/2025 | Common stock | 43324 | $0.0010 | D | |
Explanation of Responses: |
(1) | Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the Common Stock and Warrant Purchase Agreement, dated May 2, 2019; (ii) 244,798 shares of Common Stock purchased in the first tranche pursuant to the Common Stock and Warrant Purchase Agreement, dated April 14, 2020 (the "Purchase Agreement"), which closed on April 17, 2020; (ii) 122,399 shares of Common Stock to be purchased in the second tranche pursuant to the Purchase Agreement, which is set to close on May 23, 2020; (iii) 122,399 shares of Common Stock to be purchased in the third tranche pursuant to the Purchase Agreement, which is set to close on June 13, 2020; and (iv) 201,474 shares of Common Stock to be purchased in the fourth tranche pursuant to the Purchase Agreement, which is set to close on July 11, 2020 (which assumes that the 19.999% blocker limitation set forth in the Purchase Agreement will be implicated and that 43,324 blocker warrants will be issued in lieu of shares of Common Stock). |
(2) | Giving effect to the 10-for-1 reverse stock split on December 11, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Invicta Media Investments, LLC 3069 TAFT STREET HOLLYWOOD, FL 33021 |
| X |
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Signatures
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/s/ Eyal Lalo, Manager | | 4/24/2020 |
**Signature of Reporting Person | Date |
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