8-K

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 31, 2020

APEX GLOBAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18640	95-4182437
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification Number)

5990 Sepulveda Boulevard

Sherman Oaks, California 91411

(Address of Principal Executive Offices) (Zip Code)

(818) 908‑9868

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐    Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐    Pre-commencement 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.02 per share	APEX	The 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 ☐

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 3.03  Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference

Item 5.03  Amendments to Article of Incorporation or Bylaws.

On August 31, 2020, Apex Global Brands Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a one-for-ten (1:10) reverse split of the Company’s outstanding common stock, par value $0.02 per share (the “Reverse Stock Split”) with a delayed effective date of September 2, 2020.  The Reverse Stock Split reduces the number of the Company’s outstanding shares of common stock from approximately 5.6 million shares to approximately 0.6 million shares.  The par value and the number of authorized shares of common stock will not be affected by the Reverse Stock Split.  No fractional shares of common stock will be issued in connection with the Reverse Stock Split.  Instead, the Company will pay cash to any stockholder who would be entitled to fractional shares as a result of the Reverse Stock Split equal to such fraction multiplied by the most recent closing price per share of the common stock as reported on the Nasdaq Capital Market as of the Effective Time, as adjusted to reflect the Reverse Stock Split. The Reverse Stock Split will become effective at 12:01 a.m. Eastern time on September 2, 2020 and the common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis at market open on September 2, 2020.  In connection with the Reverse Stock Split, the CUSIP number for the common stock has been changed to 03755M300.

A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07  Submission of Matters to a Vote of Security Holders.

On August 31, 2020, we held a special meeting of stockholders (the “Special Meeting”).  As of July 30, 2020, the record date for the Special Meeting, there were 5,629,078 shares of our common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting.  A total of 4,123,543 shares of our common stock, which constituted a quorum, were present in person or represented by proxy at the Special Meeting.  Set forth below are the final voting results for each of the proposals submitted to our stockholders for approval at the Special Meeting.

Proposal 1.  Our stockholders approved an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 10,000,000 to 25,000,000 shares. The results of the voting on Proposal 1 were as follows:

Votes For	Votes Against	Votes Abstained
3,686,887	433,785	2,871

Proposal 2.  Our stockholders approved an amendment to our Restated Certificate of Incorporation to effect, if and when and at such ratio as may be determined by our Board of Directors, a reverse split of our authorized common stock and issued and outstanding common stock at any time on or before December 31, 2020 at a ratio between one-for-five and one-for-fifteen.  The results of the voting on Proposal 2 were as follows:

Votes For	Votes Against	Votes Abstained
3,755,934	362,082	5,527

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Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

NumberDescription

3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Apex Global Brands Inc. dated August 31, 2020.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

	APEX GLOBAL BRANDS INC.
August 31, 2020	By:	/s/ Steven L. Brink
		Steven L. Brink
		Chief Financial Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF
CERTIFICATE OF INCORPORATION
OF
APEX GLOBAL BRANDS INC.

Apex Global Brands Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), does hereby certify as follows:

FIRST:  The Corporation was originally incorporated under the name Green Acquisition Co. on May 17, 1988. The Corporation's first Amended and Restated Certificate of Incorporation was filed on October 11, 1988.  A Certificate of Agreement and Plan of Merger which amended and restated the Corporation's Certificate of Incorporation was filed on June 1, 1993.  The Corporation’s existing Amended and Restated Certificate of Incorporation was filed on December 23, 1994, as amended by a Certificate of Amendment filed on June 11, 2019, a Certificate of Amendment filed on June 26, 2019, a Certificate of Correction to Certificate of Amendment filed on June 26, 2019, and a Certificate of Amendment filed on September 24, 2019 (the “Certificate of Incorporation”).

SECOND:The first paragraph of Section 4.1 of Article IV of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

The total number of shares of all classes of capital stock with which the Corporation shall have authority to issue is Twenty-Six Million (26,000,000), consisting of One Million (1,000,000) shares of Preferred Stock, par value $0.02, per share (the “Preferred Stock”), and Twenty-Five Million (25,000,000) shares of common stock, par value $0.02 per share (the “Common Stock”).

THIRD: Section 4.1 of Article IV of the Certificate of Incorporation is hereby further amended by adding the following paragraph immediately after the end thereof:

Effective as of 12:01 a.m., Eastern Time, on September 2, 2020 (the “Effective Time”), each ten (10) shares of Common Stock of the corporation issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock of the Corporation. No fractional shares shall be issued or recorded in the stock ledger of the Corporation as a result of the reverse stock split provided for in the immediately preceding sentence (the “Reverse Stock Split”), and any holder of the Corporation's Common Stock that would be entitled to receive a fractional share as a result of the Reverse Stock Split shall, in lieu thereof, be entitled to receive cash (without interest or deduction) from the Corporation's transfer agent in lieu of such fractional share interests upon, for any such holder holding the shares in book-entry form, the submission of a transmission letter by the holder or, for any such holder holding the shares in certificated form, the surrender of the holder's Old Certificates (as defined below), in each case in an amount equal to the product obtained by multiplying (i) the most recent closing price per share of the Common Stock as reported on

the Nasdaq Capital Market as of the Effective Time (and after giving effect to the Reverse Stock Split on such closing price), by (ii) the amount of the fraction of the fractional share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (collectively, "Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and converted, subject to the elimination of fractional share interests as described above. Upon the Effective Time, the total number of shares of all classes of capital stock which the Corporation shall have authority to issue shall remainTwenty-Six Million (26,000,000), consisting of One Million (1,000,000) shares of Preferred Stock, par value $0.02 per share, and Twenty-Five Million (25,000,000) shares of Common Stock, par value $0.02 per share.

SECOND:  The Board of Directors of the Corporation duly adopted resolutions declaring the amendment to Article IV of the Certificate of Incorporation set forth above to be advisable, approving such amendment, and directing that such amendment be submitted to the stockholders of the Corporation for consideration.

THIRD:  That thereafter, pursuant to the resolutions of the Board of Directors of the Corporation, a meeting of the stockholders was duly called and held upon notice in accordance with Section 222 and Section 242 of the Delaware General Corporation Law at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH:  The amendment to Article IV of the Certificate of Incorporation set forth above were duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on this 31stday ofAugust, 2020.

APEX GLOBAL BRANDS INC.



By:/s/ Henry StuppName: Henry Stupp
Title:   Chief Executive Officer

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XML

Document and Entity Information	Aug. 31, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2020
Entity Registrant Name	APEX GLOBAL BRANDS INC.
Entity Central Index Key	0000844161
Current Fiscal Year End Date	--01-30
Entity Emerging Growth Company	false
Entity File Number	0-18640
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4182437
Entity Address, Address Line One	5990 Sepulveda Boulevard
Entity Address, City or Town	Sherman Oaks
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91411
City Area Code	818
Local Phone Number	908‑9868
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.02 per share
Trading Symbol	APEX
Security Exchange Name	NASDAQ