Current Report Filing (8-k)
June 10 2021 - 4:36PM
Edgar (US Regulatory)
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0000870826
2021-06-09
2021-06-09
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xbrli:shares
iso4217:USD
xbrli:shares
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):
June 9, 2021
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 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.
(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: June 10, 2021
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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
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Chief Executive Officer
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