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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 3, 2023

 

iMedia Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota   001-37495   41-1673770
(State or other jurisdiction
of incorporation)		   (Commission
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 The Nasdaq Stock Market, LLC
8.50% Senior Notes due 2026 IMBIL The Nasdaq Stock Market, LLC

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed by the iMedia Brands, Inc. (“we”, “us”, “our”, or the “Company”) in its notice on Form 12b-25 filed on May 1, 2023 with the United States Securities and Exchange Commission (“SEC”), the Company had determined that it was unable to file its Annual Report on Form 10-K for the year ended January 28, 2023 (the “Form 10-K”), within the prescribed time period without unreasonable effort or expense.

 

On May 3, 2023, the Company received a notification letter (the “Nasdaq Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that, because the Company has not yet filed the Form 10-K, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. The Nasdaq Notice has no immediate effect on the listing or trading of the Company’s securities.

 

Nasdaq has informed the Company that, under Nasdaq rules, the Company has until July 3, 2023, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 25, 2023, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance with any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel pursuant to Nasdaq Listing Rule 5815(a).

 

The Company is working diligently to complete the Form 10-K and anticipates filing it with the SEC as promptly as practicable.

 

Item 7.01 Regulation FD Disclosure

 

(d) Exhibits

 

On May 5, 2023, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Nasdaq Notice. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is being furnished with this Current Report on Form 8-K:

 

Exhibit No.   Description
99.1   Press Release dated May 5, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: May 9, 2023 iMedia Brands, Inc.
     
  By: /s/ Timothy A. Peterman
    Timothy A. Peterman
    Chief Executive Officer & Interim Chief Financial Officer

 

 

 

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