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iMedia Brands, Inc. – ‘8-K’ for 12/11/19

On:  Friday, 12/13/19, at 4:05pm ET   ·   For:  12/11/19   ·   Accession #:  1104659-19-72561   ·   File #:  1-37495

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/13/19  iMedia Brands, Inc.               8-K:5,9    12/11/19    3:72K                                    Toppan Merrill/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     16K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     10K 
 3: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML     34K 


‘8-K’   —   Current Report


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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): December 11, 2019

 

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)

 

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

 

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))

 

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. ¨

 

 

 

 

 C: 
 

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On December 11, 2019, we filed articles of amendment to our articles of incorporation with the Secretary of State of the State of Minnesota, which became effective on that same date at 5:00pm Central Time. The articles of amendment effectuated a reverse stock split of our common stock. Pursuant to the reverse stock split, at the effective time each ten shares of common stock issued and outstanding were combined into one share of common stock. The par value per share remains the same. The articles of amendment provide that no fractional shares will be issued; we will settle any fractional share resulting from the reverse stock split in cash. A copy of the articles of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. A copy of our articles of incorporation, as amended and restated including the amendment filed on December 11, 2019, is attached hereto as Exhibit 3.2 and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

(d)       Exhibits.

 

Exhibit Number

Description

 

3.1 Articles of Amendment of Articles of Incorporation of the Registrant (effective as of December 11, 2019)
3.2 Third Amended and Restated Articles of Incorporation of the Registrant (effective as of December 12, 2019)

 

 C: 
  

 

 

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.

     
Date: December 13, 2019 iMedia Brands, Inc.
     
  By:

/s/ James Spolar

   

James Spolar

Senior Vice President, General Counsel and Secretary

 

 C: 
  

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:12/13/19None on these Dates
For Period end:12/11/19
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/13/22  iMedia Brands, Inc.               10-Q       10/29/22   83:12M                                    Toppan Merrill Bridge/FA
 9/13/22  iMedia Brands, Inc.               10-Q        7/30/22   83:12M                                    Toppan Merrill Bridge/FA
12/07/21  iMedia Brands, Inc.               10-Q       10/30/21   87:10M                                    Toppan Merrill Bridge/FA
 9/03/21  iMedia Brands, Inc.               10-Q        7/31/21   84:10M                                    Toppan Merrill Bridge/FA
 6/09/21  iMedia Brands, Inc.               10-Q        5/01/21   85:8.7M                                   Toppan Merrill Bridge/FA
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