8-K 1 tm2029432d1_8k.htm FORM 8-K










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   001-37495   41-1673770

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


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:


  ¨ 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, $0.01 par value IMBI 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 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.


1.1Underwriting Agreement, dated August 26, 2020, by and between the Company and Craig-Hallum Capital Group LLC
5.1Opinion of Faegre Drinker Biddle & Reath LLP
23.1Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1)
99.1Press release dated August 26, 2020








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 iMedia Brands, Inc.
  By: /s/ Timothy A. Peterman
    Timothy A. Peterman
Chief Executive Officer and Interim Chief Financial Officer