Item 1.01. Entry into a Material Definitive
Agreement.
On September 23, 2021, iMedia Brands, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with B. Riley Securities, Inc.,
as the representative (the “Representative”) of the several underwriters named listed on Schedule I thereto (the “Underwriters”)
relating to the public offering, issuance and sale of $75.0 million aggregate principal amount of 8.50% Senior Unsecured Notes due 2026
(the “Notes”) at a public offering price equal to $25.00 per Note (the “Offering”). The Notes will pay interest
quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2021, at a rate of 8.50%
per year, and will mature on September 30, 2026.
In addition, the Company granted the underwriters
a 30-day option to purchase up to an additional $5.0 million aggregate principal amount of Notes. On September 24, 2021, the Representative
notified the Company that the Underwriters are exercising the option to purchase such additional Notes in full.
The Company estimates that the net proceeds from
the Offering will be approximately $74.2 million, after deducting the underwriting discount and estimated
offering expenses payable by the Company (including fees and reimbursements to the Underwriters), and including the exercise of the Underwriters’
option to purchase additional Notes. The Company intends to use all of the net proceeds from the Offering to fund its closing cash payment
in connection with its recently announced and pending acquisition of 123tv Invest GmbH and 123tv Holding GmbH (the “Acquisition”),
and any remaining proceeds for working capital and general corporate purposes, which may include payments related to the Acquisition.
The Underwriting Agreement contains representations,
warranties, indemnification and other provisions customary for transactions of this nature.
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 August 5, 2021 and declared effective
by the Commission on August 12, 2020 (File No. 333-258519), a base prospectus included as part of the registration
statement, and a prospectus supplement, dated September 23, 2021, filed with the Commission pursuant to Rule 424(b) under the Securities
Act.
On
September 28, 2021, the Company completed the Offering and issued the Notes, including the purchase by the Underwriters of $5.0
million aggregate principal amount of Notes upon the exercise in full of their option to purchase additional Notes. The Notes were issued
under the Indenture, dated 28, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association,
as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated September 28, 2021 (the “Supplemental
Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), between the Company
and the Trustee. The Notes were denominated in denominations of $25 and integral multiples of $25 in excess thereof.
The Notes are the senior unsecured obligations
of the Company. There is no sinking fund for the Notes. The Notes are the obligations of iMedia Brands, Inc. only and are not obligations
of, and are not guaranteed by, any of the Company’s subsidiaries. The Company may redeem the Notes for cash in whole or in part
at any time at its option (i) on or after September 30, 2023 and prior to September 30, 2024, at a price equal to $25.75 per note, plus
accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after September 30, 2024 and prior to September 30,
2025, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or
after September 30, 2025 and prior to maturity, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding,
the date of redemption. The Indenture provides for events of default that may, in certain circumstances, lead to the outstanding principal
and unpaid interest of the Notes becoming immediately due and payable. If a Mandatory Redemption Event (as defined in the Supplemental
Indenture) occurs, the Company will have an obligation to redeem the Notes, in whole but not in part, within 45 days after the occurrence
of the Mandatory Redemption Event at a redemption price in cash equal to $25.50 per note plus accrued and unpaid interest, if any, to,
but excluding, the date of redemption.
The foregoing summaries of each of the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the text of the
documents, which are included as exhibits hereto and incorporated by reference herein.