Current Report Filing (8-k)
June 23 2023 - 4:06PM
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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): June 16, 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, on May 3, 2023 the Company received a notification letter from the Listing Qualifications Department of The
Nasdaq Stock Market (“Nasdaq”) stating that, because the Company has not yet filed its Annual Report on Form 10-K for
the year ended January 28, 2023, 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.
On
June 16, 2023, the Company received a revised notification letter (the “Revised Nasdaq Notice”) from the Listing Qualifications
Department of Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the period ended April 29,
2023, and because the Company has not yet filed its Annual Report on Form 10-K for the year ended January 28, 2023, the Company
remains not in compliance with Nasdaq Listing Rule 5250(c)(1). The Revised Nasdaq Notice has no immediate effect on the listing or
trading of the Company’s securities.
In the Revised
Nasdaq Notice, Nasdaq reiterated that under Nasdaq rules and as previously disclosed, the Company continues to have 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.
| Item 7.01 | Regulation FD Disclosure |
On
June 23, 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 Revised 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.
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: June 23, 2023 |
iMedia Brands, Inc. |
| |
|
|
| |
By: |
/s/
Timothy A. Peterman |
| |
|
Timothy A. Peterman |
| |
|
Chief Executive Officer & Interim Chief Financial
Officer |
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