Current Report Filing (8-k)
August 26 2020 - 7:32AM
Edgar (US Regulatory)
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): August 26, 2020
iMedia Brands, Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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IMBI
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Nasdaq Capital Market
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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 August 26, 2020, 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 2,400,000 shares of its common stock (the “Offering”). The public
offering price of each share of common stock is $6.25. In addition, the Company granted the Underwriter a 30-day option to purchase
up to an additional 360,000 shares of common stock at the public offering price. The Offering is expected to close on or about
August 28, 2020, 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 $15,000,000. 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 August 25, 2020,
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 August 26, 2020, 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.
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: August 26, 2020
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iMedia Brands, Inc.
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By:
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/s/ Timothy A. Peterman
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Timothy A. Peterman
Chief Executive Officer and Interim Chief Financial Officer
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