Current Report Filing (8-k)
0000870826 false 0000870826 2021-06-09
2021-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 9, 2021
iMedia Brands, Inc.
(Exact name of registrant as specified in its charter)
6740 Shady Oak Road,
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last
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:
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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
Name of each
exchange on which registered
Common Stock, $0.01 par value
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, 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 June 9, 2021, iMedia Brands, Inc. (the “Company”) entered into
an underwriting agreement with B. Riley Securities, Inc., as
representative (the “Representative”) of the several underwriters
named therein (the “Underwriters”) relating to the public offering,
issuance and sale of 4,830,918 shares of its common stock (the
“Offering”). The public offering price of each share of common
stock is $9.00. In addition, the Company granted the Underwriters a
30-day option to purchase up to an additional 724,638 shares of
common stock at the public offering price. The Offering is expected
to close on or about June 14, 2021, subject to the satisfaction of
customary closing conditions.
The gross proceeds to the Company, before deducting the
underwriting discount and estimated offering expenses payable by
the Company and excluding any exercise of the Underwriters’ option
to purchase additional shares of common stock, are expected to be
approximately $43.5 million. The Company anticipates using the net
proceeds from the Offering for working capital and general
corporate purposes, including potential acquisitions of businesses
and assets that are complementary to its operations.
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, or exchangeable or
exercisable for, shares of common stock, without the prior written
consent of the Representative.
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 June 9, 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 the legality of the issuance and sale of 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 June 10, 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.
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: June 10,
/s/ Timothy A. Peterman
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