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)
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