Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on August 31, 2021, Sequential Brands Group, Inc. (the "Company") entered into an asset purchase agreement (the "Original APA") with Centric Brands LLC ("Centric") for the purchase of the Joe's Jeans brand. On September 23, 2021, as a result of ongoing discussions and good faith negotiations, the Company and Centric entered into an amended and restated asset purchase agreement with respect to the Company's sale of the Joe's Jeans brand to Centric (the "A&R APA"). The A&R APA increased the purchase price to $45,000,000 in cash (from $38,250,000 in cash) and eliminated the earnout payments that were contemplated by the Original APA. The A&R APA also eliminated the break-up fee that was contemplated by the Original APA. The foregoing description of the A&R APA is not complete and is qualified in its entirety by reference to the A&R APA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number   Description
  10.1     Amended and Restated Asset Purchase Agreement by and among Centric
         Brands LLC and Joe's Holdings LLC, dated September 23, 2021.

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