IMBI / iMedia Brands Inc - Class A - SEC Filings, Annual Report, Proxy Statement

FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

OMB APPROVAL UNITED STATES OMB Number:   3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires:        July 31, 2024 Washington, D.

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

  Exhibit 2.2   UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE     In re:   Legacy IMBDS, Inc., et al.,1   Debtors.                 Chapter 11   Case No. 23-10852 (KBO)   (Jointly Administered)   COMBINED JOINT CHAPTER 11 PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF LEGACY IMBDS, INC. AND ITS DEBTOR AFFILIATES   ROPES & GRAY LLP Ryan Preston Dahl (admitted pro hac vice) Cristine Pirro Schw

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Legacy IMBDS, Inc. et al.,1 Debtors. Chapter 11 Case No. 23-10852 (KBO) (Jointly Administered) Re: Docket Nos. 701, 708, 710, 756, 779, 848, 850, 852, 915 ORDER GRANTING FINAL APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMING DEBTORS’ JOINT CHAPTER 11 PLAN OF LIQUIDATION The above-captioned debtors and debtors in p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

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): February 21, 2024 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

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): December 20, 2023 Legacy IMBDS, I

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): December 20, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

  Exhibit 99.1   UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE     In re:   Legacy IMBDS, Inc., et al.,1   Debtors.                 Chapter 11   Case No. 23-10852 (KBO)   (Jointly Administered)   COMBINED JOINT CHAPTER 11 PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF LEGACY IMBDS, INC. AND ITS DEBTOR AFFILIATES   ROPES & GRAY LLP Ryan Preston Dahl (admitted pro hac vice) Cristine Pirro Sch

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

  Exhibit 99.1   UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE     In re:   Legacy IMBDS, Inc., et al.,1   Debtors.                 Chapter 11   Case No. 23-10852 (KBO)   (Jointly Administered)   COMBINED JOINT CHAPTER 11 PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF LEGACY IMBDS, INC., AND ITS DEBTOR AFFILIATES   THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPT

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): November 1, 2023 Legacy IMBDS, In

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): November 1, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Legacy IMBDS, Inc., et al.,1 Debtors. Chapter 11 Case No. 23-10852 (KBO) (Jointly Administered) COMBINED JOINT CHAPTER 11 PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF LEGACY IMBDS, INC., AND ITS DEBTOR AFFILIATES THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLIC

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 27, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Legacy IMBDS, Inc., et al.,1 Debtors. Chapter 11 Case No. 23-10852 (KBO) (Jointly Administered) COMBINED JOINT CHAPTER 11 PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF LEGACY IMBDS, INC., AND ITS DEBTOR AFFILIATES THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLIC

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 10, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

Current Report

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): September 23, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 19, 2023 Legacy IMBDS, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

5. This amendment has been approved pursuant to Minnesota Statutes, Chapter 302A or 317A. 6.I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be r

Exhibit 3.1 5. This amendment has been approved pursuant to Minnesota Statutes, Chapter 302A or 317A. 6.I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in bothcapacities. I further certify that I have completed all r

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 28, 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 Fi

ASSET AND EQUITY PURCHASE AGREEMENT by and among IV Media, LLC, as Buyer, INNOVATION VENTURES, LLC, as Buyer Guarantor IMEDIA BRANDS, INC. THE OTHER SELLERS NAMED HEREIN, as Sellers August 15, 2023 TABLE OF CONTENTS

Exhibit 2.1 Execution Version ASSET AND EQUITY PURCHASE AGREEMENT by and among IV Media, LLC, as Buyer, INNOVATION VENTURES, LLC, as Buyer Guarantor and IMEDIA BRANDS, INC. and THE OTHER SELLERS NAMED HEREIN, as Sellers August 15, 2023 TABLE OF CONTENTS PAGE Article 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Construction 16 Article 2 PURCHASE AND SALE 17 Section 2.01. Purchase and S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 15, 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 Fi

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): August 8, 2023 iMedia Brands, Inc

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): August 8, 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 Fil

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, July 27, 2023, iMedia Brands, Inc.

ASSET AND EQUITY PURCHASE AGREEMENT by and among RNN-TV Licensing Co. LLC, as Buyer and IMEDIA BRANDS, INC. THE OTHER SELLERS NAMED HEREIN, as Sellers July 3, 2023

Exhibit 2.1 Execution Version CONFIDENTIAL ASSET AND EQUITY PURCHASE AGREEMENT by and among RNN-TV Licensing Co. LLC, as Buyer and IMEDIA BRANDS, INC. and THE OTHER SELLERS NAMED HEREIN, as Sellers July 3, 2023 This draft agreement is not intended to create, nor will it be deemed to create, a legally binding or enforceable offer or agreement of any type or nature, unless and until agreed to and ex

SUPER PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT Dated as of July 3, 2023 SIENA LENDING GROUP LLC, as Agent, SIENA LENDING GROUP LLC, and the other financial institutions party hereto from time to time, as Lenders IMEDIA

Exhibit 10.1 Execution Copy SUPER PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT Dated as of July 3, 2023 among SIENA LENDING GROUP LLC, as Agent, SIENA LENDING GROUP LLC, and the other financial institutions party hereto from time to time, as Lenders IMEDIA BRANDS, INC., VALUEVISION RETAIL, INC., FL ACQUISITION COMPANY, PW ACQUISITION COMPANY, LLC, VALUEVISION MEDIA ACQU

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): July 3, 2023 iMedia Brands, Inc.

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): July 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

iMedia Brands Enters into an Asset and Equity Purchase Agreement with RNN National Media Group Transaction to be Consummated Through Court-Supervised Process Company’s Operations Will Continue Uninterrupted

Exhibit 99.1 iMedia Brands Enters into an Asset and Equity Purchase Agreement with RNN National Media Group Transaction to be Consummated Through Court-Supervised Process Company’s Operations Will Continue Uninterrupted MINNEAPOLIS, MN - July 6, 2023 – Global media company iMedia Brands, Inc. (the “Company” or “iMedia”) (NASDAQ: IMBI, IMBIL) today announced that it has entered into an asset and eq

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 25, 2023 iMedia Brands, Inc.

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 25, 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

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.

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

iMedia Brands Announces Receipt of Second Nasdaq Non Compliance Notice

Exhibit 99.1 iMedia Brands Announces Receipt of Second Nasdaq Non Compliance Notice MINNEAPOLIS, June 23, 2023 - iMedia Brands, Inc. (the “Company” or “iMedia”) (Nasdaq: IMBI, IMBIL) today announced that the Company received a second notice of non-compliance from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) on June 16, 2023, related to Nasdaq Listing Rule 5250(c)(1)

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 4, 2023 iMedia Brands, Inc. (

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 4, 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 N

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 N

iMedia Brands Announces Receipt of NASDAQ Non-Compliance Notice

Exhibit 99.1 iMedia Brands Announces Receipt of NASDAQ Non-Compliance Notice MINNEAPOLIS, MN – May 5, 2023 – iMedia Brands, Inc. (the “Company” or “iMedia”) (NASDAQ: IMBI, IMBIL) today announced that the Company is noncompliant with the periodic filing requirements for continued listing set forth in NASDAQ Listing Rule 5250(c)(1) (the "Rule") as a result of its failure to file its Annual Report on

Material Impairments, Results of Operations and Financial Condition

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): April 28, 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 Fil

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-37495 CUSIP NUMBER 452465206 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: January 28, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

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): April 20, 2023 iMedia Brands, Inc

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): April 20, 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 Fil

MASTER LEASE AGREEMENT April 10, 2023 Pontus IMB Portfolio, LLC, a Delaware limited liability company iMedia Brands, Inc., a Minnesota corporation LEASE AGREEMENT

Exhibit 10.8 MASTER LEASE AGREEMENT April 10, 2023 LANDLORD: Pontus IMB Portfolio, LLC, a Delaware limited liability company TENANT: iMedia Brands, Inc., a Minnesota corporation LEASE AGREEMENT This Master Lease Agreement (this “Lease”), dated for reference purposes only as of April 10, 2023 (the “Effective Date”), is made by and between Pontus IMB Portfolio, LLC, a Delaware limited liability comp

IMEDIA BRANDS, INC. Convertible Promissory Note

Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FO

IMEDIA BRANDS, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY and the SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM

FORBEARANCE AGREEMENT, TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER

Exhibit 10.6 FORBEARANCE AGREEMENT, TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER THIS FORBEARANCE AGREEMENT, TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER (this “Amendment”), dated as of April 10, 2023, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (“iMedia” or “Borrowing Agent”), VALUEVISION INTERACTIVE, INC.,

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.3 SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 12, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (“iMedia” or “Borrowing Agent”), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (“Value Interactive”), VALUEVISION RETAIL, INC., a Delaware corporatio

SIENA LENDING GROUP LLC 9 W Broad Street, Fifth Floor Stamford, CT 06902 as of April 10, 2023

Exhibit 10.7 SIENA LENDING GROUP LLC 9 W Broad Street, Fifth Floor Stamford, CT 06902 as of April 10, 2023 iMedia Brands, Inc. 6740 Shady Oak Road Eden Prairie, Minnesota 55344 Attention: Chief Financial Officer Telephone: 952-943-6000 Facsimile: 952-943-6111 Email: [email protected] Re: Agreement re Chief Transformation Officer, Special Committee of Board of Directors and Investment Banke

2 2 Safe Harbor Information This presentation contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Any statements contained herein that are not statements of historical fact, inc

1 1 Investor Relations Supplement Q4 & Full - Year 2022 April 12, 2023 Exhibit 99.

IMEDIA BRANDS, INC. Loan Agreement

Exhibit 10.1 IMEDIA BRANDS, INC. Loan Agreement This Loan Agreement (the “Agreement”) dated as of April 10, 2023 is made and entered into by and among iMedia Brands, Inc., a Minnesota corporation (the “Company”), and each purchaser listed on Schedule I hereto (each, an “Investor”). Recitals The Company is seeking to raise financing for its operations. The Investors desire to lend funds to the Comp

IMEDIA BRANDS, INC. COMMON STOCK PURCHASE WARRANT

Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM

[this page intentionally left blank]

Exhibit 10.9 April 7, 2023 VIA E-MAIL iMedia Brands, Inc. Attn: Tim Peterman 6740 Shady Oak Road Eden Prairie, MN 55344 Email: [email protected] Re:  iMedia Post-Closing Obligations Dear Tim: This letter agreement (this “Agreement”) sets forth the agreement by and among Pontus IMB Portfolio, LLC (“Buyer”), EP Properties, LLC and VVI Fulfillment Center, Inc. (together, “Seller”) and iMedia

NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT

Exhibit 10.5 NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT THIS NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of February 1, 2023, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (“iMedia” or “Borrowing Agent”), VALUEVISION INTERACTIVE, INC., a Minnesot

iMedia Reports Fourth Quarter 2022 and Full-Year 2022 Results Subsequent to Year-End, Completes $48 million Sale-Leaseback. Reduces Debt by $53 million Fiscal 2022 Net Sales were $545 million, a 1% Decrease to Fiscal 2021 Q4 2022 Net Sales were $134

Exhibit 99.1 iMedia Reports Fourth Quarter 2022 and Full-Year 2022 Results Subsequent to Year-End, Completes $48 million Sale-Leaseback. Reduces Debt by $53 million Fiscal 2022 Net Sales were $545 million, a 1% Decrease to Fiscal 2021 Q4 2022 Net Sales were $134 million, a 31% Decrease to Q4 2021 MINNEAPOLIS, MN – April 12, 2023 – iMedia Brands, Inc. (the “Company” or “iMedia”) (NASDAQ: IMBI, IMBI

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): April 10, 2023 iMedia Brands, Inc

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): April 10, 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 Fil

FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.4 FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT                 THIS FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 20, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (“iMedia” or “Borrowing Agent”), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (“Val

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): April 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 8, 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 F

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): January 30, 2023 iMedia Brands, I

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): January 30, 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 F

iMedia Appoints Alan Aldworth to its Board of Directors

Exhibit 99.1 iMedia Appoints Alan Aldworth to its Board of Directors MINNEAPOLIS, MN – January 31, 2023 – iMedia Brands, Inc. (“iMedia”) (NASDAQ: IMBI, IMBIL) announced today that it has appointed Alan Aldworth to its board of directors, effective January 30, 2023. Mr. Aldworth is a proven media executive with over 30 years of leadership positions in publicly held interactive media and publishing

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 28, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): December 20, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

Purchase and Sale Agreement and Joint Escrow Instructions (Multi-State) dated December 20, 2022 by and between EP Properties, LLC, VVI Fulfillment Center, Inc., and Pontus Net Lease Advisors, LLC*

Exhibit 10.1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (MULTI-STATE) THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (MULTI-STATE) (this ?Agreement?) is made and entered into as of December 20, 2022 (?Effective Date?), by and between PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company, its successors and/or assigns (?Purchaser?), and EP Properties, L

Third Amendment to the Vendor Loan Agreement, dated September 19, 2022

Exhibit 4.5 ? ? THIRD AMENDMENT TO THE VENDOR LOAN AGREEMENT ? ? ? ? ? THIRD AMENDMENT TO THE VENDOR LOAN AGREEMENT ? between ? 1. Emotion Invest GmbH & Co. KG, Theatinerstra.Be 7, c/o Arcus Capital AG, 80333 Munich, Germany ? -the "Lender 1" - ? 2. BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft, Hohenzollemring 72, 50672 Cologne, Germany ? - the ?Lender 2" - ? 3. I

Common Stock Purchase Warrant, dated September 7, 2022, by and between iMedia Brands, Inc. and ABG-Shaq, LLC

? Exhibit 4.4 ? EXECUTION COPY ? NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SEC FILE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-37495 CUSIP NUMBER 452465206 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨  Form N-CSR For Period Ended: October 29, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

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): November 22, 2022 iMedia Brands,

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): November 22, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

iMedia Brands Reports Third Quarter 2022 Results ShopHQ Relaunched on Dish Network on November 21 iMedia Strengthens Balance Sheet - Signs $48 million Sale-Leaseback Letter of Intent

Exhibit 99.1 iMedia Brands Reports Third Quarter 2022 Results ShopHQ Relaunched on Dish Network on November 21 iMedia Strengthens Balance Sheet - Signs $48 million Sale-Leaseback Letter of Intent MINNEAPOLIS, MN – November 22, 2022 – iMedia Brands, Inc. (the “Company” or “iMedia”) (NASDAQ: IMBI, IMBIL) today announced results for the third quarter ended October 29, 2022. CEO Commentary – Tim Peter

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): October 14, 2022 iMedia Brands, I

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): October 14, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

iMedia Brands Appoints Richard E. French, Jr. to its Board of Directors Mr. French Owns RNN, the Largest Independent TV Broadcast Group in U.S.

Exhibit 99.1 iMedia Brands Appoints Richard E. French, Jr. to its Board of Directors Mr. French Owns RNN, the Largest Independent TV Broadcast Group in U.S. MINNEAPOLIS, MN ? September 21, 2022 ? iMedia Brands, Inc. (?iMedia?) (NASDAQ: IMBI, IMBIL) announced today that it has appointed Richard E. ?Dick? French, Jr. to its board of directors, effective September 15, 2022. ?I?m pleased that Dick has

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): September 15, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

THIS SIXTH AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER dated as of May 27, 2022

Exhibit 10.B ? EXECUTION VERSION ? ? ? ? SIXTH AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER ? ? THIS SIXTH AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO FEE LETTER (this ?Amendment?), dated as of May 27, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

THIS FIFTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT dated as of May 6, 2022

Exhibit 10.A ? EXECUTION VERSION ? ? ? ? FIFTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT ? ? THIS FIFTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May 6, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (?Value Interactive?), VA

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-37495 CUSIP NUMBER 452465206 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ?? Form N-CSR For Period Ended: July 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 24, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

iMedia Brands Reports Second Quarter 2022 Results Q2 Net Sales were $133 Million, a 17% Increase Over Same Prior Year Period

Exhibit 99.1 iMedia Brands Reports Second Quarter 2022 Results Q2 Net Sales were $133 Million, a 17% Increase Over Same Prior Year Period MINNEAPOLIS, MN ? August 24, 2022 ? iMedia Brands, Inc. (the ?Company? or ?iMedia?) (NASDAQ: IMBI, IMBIL) today announced results for the second quarter ended July 30, 2022. Second Quarter and Year-To-Date 2022 Summary & Recent Highlights: ? Q2 Net sales were $1

iMedia Reports Preliminary Q2, 2022 Results and Updates Fiscal 2022 Guidance

Exhibit 99.1 iMedia Reports Preliminary Q2, 2022 Results and Updates Fiscal 2022 Guidance MINNEAPOLIS, MN ? August 22, 2022 ? ? iMedia Brands, Inc. (?the Company? or ?iMedia?) (NASDAQ: IMBI, IMBIL) today announced select preliminary unaudited financial results for the second quarter ended July 30, 2022 and updated its outlook for fiscal 2022. The Company is providing this information in advance of

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 22, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): August 8, 2022 iMedia Brands, Inc.

Letter from Deloitte & Touche LLP, dated August 8, 2022.

Exhibit 16.1 Deloitte & Touche LLP 50 South 6th Street Suite 2800 Minneapolis, MN 55402-1538 USA Tel: +1 612 397 4000 Fax: +1 612 397 4450 www.deloitte.com August 8, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of iMedia Brands, Inc.'s Form 8-K dated August 8, 2022, and have the following comments: 1. We agree with

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 14, 2022 iMedia Brands, Inc.

Fifth Amended and Restated Articles of Incorporation, as amended through June 14, 2022

Exhibit 3.2 IMEDIA BRANDS, INC. FIFTH AMENDED AND RESTATED ARTICLES OF INCORPORATION The undersigned, Alex Wasserburger, in his capacity as Vice President, Deputy General Counsel and Corporate Secretary of iMedia Brands, Inc., a Minnesota corporation (the ?Corporation?), hereby certifies that: 1. The Corporation?s articles of incorporation, as amended to date, is hereby amended and restated in its

Articles of Amendment to the Articles of Incorporation, dated June 14, 2022

Exhibit 3.1 Articles of Amendment of Articles of Incorporation OF IMEDIA BRANDS, INC. The undersigned, Alex Wasserburger, in his capacity as Vice President, Deputy General Counsel and Corporate Secretary of iMedia Brands, Inc., a Minnesota corporation (the ?Corporation?), hereby certifies that: 1.????????????The name of the Corporation is iMedia Brands, Inc. 2.????????????Article 3, Section A of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 001-37495 iMedia Brands, Inc. (Exact Name of Registrant

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 2022 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

iMedia Brands, Inc. Reports First Quarter 2022 Results Q1 Net Sales were $155 Million, a 37% Increase Over the Prior Year Period

Exhibit 99.1 iMedia Brands, Inc. Reports First Quarter 2022 Results Q1 Net Sales were $155 Million, a 37% Increase Over the Prior Year Period MINNEAPOLIS, MN ? May 24, 2022 ? iMedia Brands, Inc. (?iMedia?) (NASDAQ: IMBI, IMBIL) today announced results for the first quarter ended April 30, 2022. ?We are off to good start this year,? said Tim Peterman, CEO of iMedia. ?Our top three fiscal 2022 prior

FORM OF SECURITIES PURCHASE AGREEMENT

Exhibit 99.7 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of May 11, 2022, between iMedia Brands, Inc., a Minnesota corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditi

EVINE Live Inc. / Invicta Media Investments, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) iMedia Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 300487105 (CUSIP Number) Aline V. Drucker Invicta Media Investments, LLC 3069 Taft Street Hollywood, FL 33021 (954) 921-2444 With a copy to: Abby

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 16, 2022 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

iMedia Brands Announces Preliminary Q1 Results in Line with Previous Guidance Reconfirms Full-Year 2022 Guidance

Exhibit 99.1 iMedia Brands Announces Preliminary Q1 Results in Line with Previous Guidance Reconfirms Full-Year 2022 Guidance MINNEAPOLIS, May 16, 2022 (GLOBE NEWSWIRE) ? iMedia Brands, Inc. (?iMedia?) (NASDAQ: IMBI, IMBIL) today announced its preliminary Q1 financial results are in-line with its previously provided guidance and reconfirmed its full-year 2022 guidance previously provided on March

4,136,001 Shares of Common Stock Common Stock Pre-Funded Warrants to Purchase up to 3,763,022 Shares of Common Stock Warrants to Purchase up to 7,899,023 Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration No. 333-258519? PROSPECTUS SUPPLEMENT (To Prospectus dated August 12, 2021) ? 4,136,001 Shares of Common Stock Common Stock Pre-Funded Warrants to Purchase up to 3,763,022 Shares of Common Stock Warrants to Purchase up to 7,899,023 Shares of Common Stock We are offering 4,136,001 shares of our common stock, par value $0.01 per shar

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT imedia brands, inc. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 11, 2022 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

Form of Common Stock Purchase Warrant

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT imedia brands, inc. Warrant Shares: Issue Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Increase Date (the ?Initial

iMedia Brands Announces Pricing of $24.0 Million Registered Direct Offering

Exhibit 99.1 iMedia Brands Announces Pricing of $24.0 Million Registered Direct Offering MINNEAPOLIS, MN ? May 12, 2022 ? iMedia Brands, Inc. (the ?Company? or iMedia Brands) (NASDAQ: IMBI) today announced the pricing of a registered direct offering of (i) 4,038,281 shares of its common stock, at an offering price of $3.07 per share, (ii) pre-funded warrants to purchase 3,763,022 shares of its com

Form of Securities Purchase Agreement, dated May 11, 2022, by and among iMedia Brands, Inc. and the Purchasers identified on the signature pages to the Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of May 11, 2022, between iMedia Brands, Inc., a Minnesota corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set

Placement Agent Agreement, dated May 11, 2022, by and between iMedia Brands, Inc. and Craig-Hallum Capital Group LLC

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 11, 2022 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Attention: Rick Hartfiel, Director of Investment Banking Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this ?Agreement?), iMedia Brands, Inc., a Minnesota corporation (the ?Company?), hereby agrees to sell up to an aggr

iMedia Brands Strengthens Corporate Leadership Team Tom Zielecki Appointed SVP, Chief Financial Officer Troy Collings Promoted to SVP, Chief Information Officer

Exhibit 99.1 iMedia Brands Strengthens Corporate Leadership Team Tom Zielecki Appointed SVP, Chief Financial Officer Troy Collings Promoted to SVP, Chief Information Officer MINNEAPOLIS, MN ? May 9, 2022 ? iMedia Brands, Inc. (?iMedia?) (NASDAQ: IMBI, IMBIL) today announces several executive additions and internal promotions, including the appointment of Tom Zielecki as Senior Vice President, Chie

Offer Letter, dated November 24, 2021, by and between iMedia Brands, Inc. and Tom Zielecki

Exhibit 10.1 MyLinh Hong SVP, Human Resources & Administration 6740 Shady Oak Road Eden Prairie, MN 55344 (952) 943-6226 November 24, 2021 Thomas Zielecki 1031 Hunt Club Court St. Charles, IL 60174 Dear Thomas, On behalf of iMedia Brands, Inc. (the ?Company?), I am excited to confirm the details of your offer: TITLE; EFFECTIVE DATE; RESPONSIBILITIES Effective as of January 2, 2022 (the ?Effective

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 9, 2022 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 N

Promotion Letter, dated May 9, 2022, by and between iMedia Brands, Inc. and Tom Zielecki

Exhibit 10.2 J. Alex Wasserburger VP, Deputy General Counsel 6740 Shady Oak Road Eden Prairie, MN 55344 (952) 943-6517 May 9, 2022 Tom Zielecki ([email protected]) Dear Tom, On behalf of iMedia Brands, Inc. (the ?Company?), I am delighted to confirm the details of your promotion: TITLE, EFFECTIVE DATE, and RESPONSIBILITIES Effective as of May 9, 2022 (the ?Effective Date?), your title wil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Description of Capital Stock

Exhibit 4.1 ? DESCRIPTION OF CAPITAL STOCK ? The summary of the general terms and provisions of the capital stock of iMedia Brands, Inc. (the ?Company?) set forth below does not purport to be complete and is subject to and qualified by reference to the Company?s Fourth Amended and Restated Articles of Incorporation (the ?Articles?), and By-Laws of the Company (the ?Bylaws,? and together with the A

Second Amendment and Consent to Loan and Security Agreement, dated December 27, 2021

Exhibit 10.74 ? EXECUTION VERSION ? SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ? THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of December 27, 2021, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (?Value Interactive?), VALUEVISION RETAIL, INC.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fourth Amendment and Consent to Loan and Security Agreement, dated April 18, 2022

Exhibit 10.76 ? EXECUTION VERSION ? FOURTH AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT ? THIS FOURTH AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of April 18, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (?Value Interactive?), VALU

Third Amendment and Consent to Loan and Security Agreement, dated February 25, 2022

? Exhibit 10.75 ? EXECUTION VERSION ? THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ? THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of February 25, 2022, is entered into by and among IMEDIA BRANDS, INC., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (?Value Interactive?), VALUEVISION RETAIL, INC.,

Significant Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT All of the Company?s subsidiaries listed below are wholly owned.

Securities Purchase Agreement, dated as of April 18, 2022

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this ?Agreement?), dated as of April 18, 2022, is entered into by and between iMedia Brands, Inc., a Minnesota corporation (?Company?), and Growth Capital Partners, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in re

Form of Convertible Promissory Note

Exhibit 4.1 CONVERTIBLE PROMISSORY NOTE Effective Date: April 18, 2022 U.S. $10,600,000.00 FOR VALUE RECEIVED, iMedia Brands, Inc., a Minnesota corporation (?Borrower?), promises to pay to Growth Capital Partners, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $10,600,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is thirte

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 18, 2022 iMedia Brands, Inc.

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 005-41757 CUSIP NUMBER 452465206 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ?? Form N-CSR For Period Ended: January 29, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 22, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fil

iMedia Reports Fourth Quarter and Full-Year 2021 Results Q4 Net Sales were $194 Million, a 55% Increase Over Same Prior Year Period 2021 Full Year Net Sales were $551 million, a 21% Increase Over 2020.

Exhibit 99.1 iMedia Reports Fourth Quarter and Full-Year 2021 Results Q4 Net Sales were $194 Million, a 55% Increase Over Same Prior Year Period 2021 Full Year Net Sales were $551 million, a 21% Increase Over 2020. MINNEAPOLIS, MN ? March 22, 2022 ? iMedia Brands, Inc. (the ?Company?) (NASDAQ: IMBI, IMBIL) today announced results for the fourth quarter and full-year ended January 29, 2022. ?Q4 was

iMedia Reports Preliminary Q4 and Full Year 2021 Results Consolidated Net Sales of $190 Million Expected For Q4, a 52% Increase Over Same Prior Year Period Three Reporting Segments – Entertainment, Consumer Brands, Media Commerce Services Live Webcas

Exhibit 99.1 iMedia Reports Preliminary Q4 and Full Year 2021 Results Consolidated Net Sales of $190 Million Expected For Q4, a 52% Increase Over Same Prior Year Period Three Reporting Segments ? Entertainment, Consumer Brands, Media Commerce Services Live Webcast Today 10:00 a.m. Central time ? Capital Markets Day MINNEAPOLIS, MN ? February 7, 2022 ? iMedia Brands, Inc. (the ?Company?) (NASDAQ: I

Private and Confidential | 2 Private and Confidential | 2 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 FORWARD - LOOKING STATEMENTS This document may contain certain “forward - looking statements” within the mean

EX-99.2 3 tm225642d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Exhibit 99.2 Private and Confidential | 2 Private and Confidential | 2 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 FORWARD - LOOKING STATEMENTS This document may contain certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . Any statements con

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 2022 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021 ☐ TRANSITION REPORT UNDER SECT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 17, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

iMedia Brands Reports Third Quarter 2021 Results, Increases 2021 Guidance

EX-99.1 2 tm2133157d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 iMedia Brands Reports Third Quarter 2021 Results, Increases 2021 Guidance MINNEAPOLIS, MN – November 17, 2021 – iMedia Brands, Inc. (the “Company” or “IMBI”) (NASDAQ: IMBI) today announced results for the third quarter ended October 30, 2021. “Our mission is to capitalize on the accelerating marketplace convergence of entertainment, ecommer

iMedia Closes $93 Million Acquisition of 123tv Management Updates 2021 Guidance

Exhibit 99.1 iMedia Closes $93 Million Acquisition of 123tv Management Updates 2021 Guidance MINNEAPOLIS, MN ? November 10, 2021 ? iMedia Brands, Inc. (the ?Company? or ?IMBI?) (NASDAQ: IMBI) announced that it has closed on its acquisition of 123tv for an enterprise value of $93 million, effective November 5, 2021. IMBI previously announced the signing of the purchase agreement to acquire 123tv on

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): November 5, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

Form of Global Note representing 8.50% Senior Unsecured Notes due 2026 (included as Exhibit A to the First Supplemental Indenture filed herewith as Exhibit 4.2)

Exhibit 4.2 iMedia Brands, Inc. and U.S. Bank National Association, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 28, 2021 to the Indenture dated as of September 28, 2021 8.50% Senior Notes due 2026 Table of Contents Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE 1 Section 1.1 Application of First Supplemental Indenture 1 ARTICLE 2 DEFINITIONS 2 Section 2.1 Certain Term

Underwriting Agreement, dated September 23, 2021, by and between the Company and B. Riley Securities, Inc.

Exhibit 1.1 iMEDIA BRANDS, INC. $75,000,000 8.50% Senior Unsecured Notes Due 2026 Underwriting Agreement September 23, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 As the Representative of the several Underwriters Ladies and Gentlemen: iMedia Brands, Inc., a company incorporated in Minnesota (the ?Company?), confirms its agreement with each of the Underwriter

First Supplemental Indenture, dated September 28, 2021, between the Company and U.S. Bank National Association, as trustee

Exhibit 4.2 iMedia Brands, Inc. and U.S. Bank National Association, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 28, 2021 to the Indenture dated as of September 28, 2021 8.50% Senior Notes due 2026 Table of Contents Page ARTICLE 1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE 1 Section 1.1 Application of First Supplemental Indenture. 1 ARTICLE 2 DEFINITIONS 2 Section 2.1 Certain Ter

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): September 23, 2021 iMedia Brands, Inc.

Indenture, dated September 28, 2021, between the Company and U.S. Bank National Association, as trustee

Exhibit 4.1 IMEDIA BRANDS, INC. TO U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 28, 2021 Senior Debt Securities iMedia Brands, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of September 28, 2021 Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 6

Indenture, dated September 28, 2021, between the Company and U.S. Bank National Association, as trustee

Exhibit 4.1 IMEDIA BRANDS, INC. TO U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 28, 2021 Senior Debt Securities iMedia Brands, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of September 28, 2021 Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 6

the description of our 8.50% Senior Notes Due 2026 contained in our registration statement on Form 8-A, which was filed with the SEC on September 28, 2021, including any amendment or report filed with the SEC for the purpose of updating such description;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 41-1673770 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 6740 Shady Oak Road,

$75,000,000 8.50% Senior Notes due 2026

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration Statement No. 333-258519? ? PROSPECTUS SUPPLEMENT (To Prospectus dated August 12, 2021) ? ? ? ? $75,000,000 ? 8.50% Senior Notes due 2026 We are offering $75,000,000 aggregate principal amount of our 8.50% Senior Notes due 2026 (the ?Notes?) as described in this prospectus supplement and the accompanying prospectus. Interest on the

IMEDIA BRANDS, INC. $75,000,000 8.50% Senior Notes Due 2026 Pricing Term Sheet Dated: September 23, 2021

Issuer Free Writing Prospectus dated September 23, 2021 Filed pursuant to Rule 433 Registration No.

123tv Beteiligungs GmbH Financial Statements As of and for the Years Ended December 31, 2020 and 2019 123tv Beteiligungs GmbH Index of Financial Statements December 31, 2020 and 2019

Exhibit 99.2 123tv Beteiligungs GmbH Financial Statements As of and for the years ended December 31, 2020 and 2019 123tv Beteiligungs GmbH Financial Statements As of and for the Years Ended December 31, 2020 and 2019 123tv Beteiligungs GmbH Index of Financial Statements December 31, 2020 and 2019 Page(s) Independent Auditor?s Report 3 Financial Statements: Consolidated Balance Sheets as of Decembe

Form of Vendor Loan Agreement among SCUR-Alpha 1359 GmbH (to be renamed iMedia&123tv Holding GmbH) (as borrower), iMedia Brands, Inc. and 1-2-3.tv GmbH (as guarantors) and Emotion Invest GmbH & Co. KG, BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft and Iris Capital Fund II

Exhibit 10.1 Vendor Loan Agreement between 1. Emotion Invest GmbH & Co. KG, Theatinerstra?e 7, c/o Arcus Capital AG, 80333 Munich, Germany ? the "Lender 1" ? 2. BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft, Hohenzollernring 72, 50672 Cologne, Germany ? the "Lender 2" ? 3. Iris Capital Fund II, 62 rue Pierre Charron, c/o Iris Capital Management, 75008 Paris, France

iMedia Brands Announces Proposed $75.0 Million Public Offering of Senior Notes

EX-99.6 11 tm2126984d4ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 iMedia Brands Announces Proposed $75.0 Million Public Offering of Senior Notes MINNEAPOLIS, September 22, 2021 - iMedia Brands, Inc. (NASDAQ: IMBI) (“iMedia Brands” or the “Company”) today announced that it intends to offer and sell $75.0 million aggregate principal amount of senior notes due 2026 in an underwritten public offering. The in

Sale and Purchase Agreement Relating to 1-2-3.tv Group, dated September 22, 2021 between Emotion Invest GmbH & Co. KG, BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft, Iris Capital Fund II, SCUR-Alpha 1359 GmbH and the Company

Exhibit 2.1 Part B Sale AND purchase agreement relating to 1-2-3.tv Group 1 Sale and Purchase agreement relating to 1-2-3.tv Group between 1. Emotion Invest GmbH & Co. KG, Theatinerstra?e 7, c/o Arcus Capital AG, 80333 Munich, Germany ? the "Seller 1" ? 2. BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft, Hohenzollernring 72, 50672 Cologne, Germany ? the "Seller 2" ?

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): September 20, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission

First Amendment Loan and Consent Security Agreement, dated as of September 20, 2021, by and among the iMedia Brands, Inc., as the lead borrower, certain of its subsidiaries party thereto as borrowers, Siena Lending Group LLC and the other financial institutions party thereto from time to time, Siena Lending Group LLC, as agent, and VVI Fulfillment Center, Inc., EP Properties, LLC and Portal Acquisition Company, as guarantors

Exhibit 10.3 FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 20, 2021, is entered into by and among iMedia Brands, Inc., a Minnesota corporation (?iMedia? or ?Borrowing Agent?), VALUEVISION INTERACTIVE, INC., a Minnesota corporation (?Value Interactive?), VALUEVISION RETAIL, INC., a

Calculation of Pro Forma Senior Debt Net Leverage Ratio as of July 31, 2021

EX-99.7 12 tm2126984d4ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Calculation of Pro Forma Senior Debt Net Leverage Ratio as of July 31, 2021 Non-GAAP Financial Measures To provide investors with additional information regarding the Company in addition to that as determined by generally accepted accounting principles in the United States (“GAAP”), the Company discloses the following non-GAAP financial me

Unaudited Pro Forma Condensed Combined Financial Information

EX-99.4 9 tm2126984d4ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 iMedia Brands, Inc. Comparative financial information for the periods presented Pro forma financial statements Unaudited Pro Forma Condensed Combined Financial Information On September 22, 2021, iMedia Brands, Inc. and its wholly-owned subsidiary SCUR-Alpha 1359 GmbH (to be renamed iMedia&123tv Holding GmbH) (the “Subsidiary”), entered into

RISK FACTORS

Exhibit 99.5 RISK FACTORS Our business is subject to many risks. The following are material factors known to us that could have a material adverse effect on our business, reputation, operating results, industry, financial position, or future financial performance. The following risks, along with the other risk factors described in our Annual Report on Form 10-K for the year ended January 30, 2021,

iMedia Signs Agreement to Acquire 123tv, the Leading Auction-Driven TV Retailer in Germany 123tv's 2020 Net Sales were $184 Million

Exhibit 99.1 iMedia Signs Agreement to Acquire 123tv, the Leading Auction-Driven TV Retailer in Germany 123tv's 2020 Net Sales were $184 Million MINNEAPOLIS, MN ? September 22, 2021 ? iMedia Brands, Inc. (the ?Company? or ?IMBI?) (NASDAQ: IMBI) today announced that on September 22nd it signed a purchase agreement to acquire 123tv for an enterprise value of approximately $95 million, with an earn-o

$75,000,000 8.50% Senior Notes due 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

123tv Beteiligungs GmbH Interim Financial Statements As of June 30, 2021 and December 31, 2020, and for the six months ended June 30, 2021 and 2020 123tv Beteiligungs GmbH Index of Interim Financial Statements As of June 30, 2021 and December 31, 202

Exhibit 99.3 123tv Beteiligungs GmbH Interim Financial Statements As of June 30, 2021 and December 31, 2020, and for the six months ended June 30, 2021 and 2020 123tv Beteiligungs GmbH Index of Interim Financial Statements As of June 30, 2021 and December 31, 2020, and for the six months ended June 30, 2021 and 2020 Page(s) Financial Statements: Consolidated Balance Sheets as of June 30, 2021 and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

iMedia Brands Reports Second Quarter 2021 Results, Increases 2021 Guidance

Exhibit 99.1 iMedia Brands Reports Second Quarter 2021 Results, Increases 2021 Guidance MINNEAPOLIS, MN ? August 24, 2021 ? iMedia Brands, Inc. (the ?Company? or ?IMBI?) (NASDAQ: IMBI) today announced results for the second quarter ended July 31, 2021. ?Q2 represented a significant achievement for us,? said Tim Peterman, CEO of IMBI. ?Despite short-term logistic challenges that caused inventory re

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 24, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fi

IMEDIA BRANDS, Inc. 6740 Shady Oak Road Eden Prairie, MN 55344-3433 Telephone: (952) 943-6000

IMEDIA BRANDS, Inc. 6740 Shady Oak Road Eden Prairie, MN 55344-3433 Telephone: (952) 943-6000 VIA EDGAR August 10, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: iMedia Brands, Inc. Registration Statement on Form S-3 File No. 333-258519 Dear Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as am

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 30, 2021 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

Loan and Security Agreement, dated July 30, 2021, by and among the iMedia Brands, Inc., as the lead borrower, certain of its subsidiaries party thereto as borrowers, Siena Lending Group LLC and the other financial institutions party thereto from time to time, Siena Lending Group LLC, as agent, and VVI Fulfillment Center, Inc., EP Properties, LLC and Portal Acquisition Company, as guarantors (incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 5, 2021)

Exhibit 10.1 EXECUTION VERSION LOAN AND SECURITY AGREEMENT Dated as of July 30, 2021 among SIENA LENDING GROUP LLC, as Agent, SIENA LENDING GROUP LLC, and the other financial institutions party hereto from time to time, as Lenders IMEDIA BRANDS, INC., VALUEVISION RETAIL, INC., FL ACQUISITION COMPANY, PW ACQUISITION COMPANY, LLC, VALUEVISION MEDIA ACQUISITIONS, INC., TCO, LLC, JWH ACQUISITION COMPA

As filed with the Securities and Exchange Commission on August 5, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

Promissory Note Secured by Mortgages, dated July 30, 2021, by and among VVI Fulfilment Center, Inc. and EP Properties, LLC, as borrowers, and GreenLake Real Estate Finance LLC, as lender

EX-10.2 3 tm2124102d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 PROMISSORY NOTE SECURED BY MORTGAGES Notice to Borrower: This Loan calls for a Balloon Payment on Maturity FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to the order of Lender, the principal sum of the Loan Amount together with interest on the sums advanced and other sums herein referred to in this Note (the “Loan”). 1

EVLV / EVINE Live Inc. / Invicta Media Investments, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) iMedia Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 300487105 (CUSIP Number) Aline V. Drucker Invicta Media Investments, LLC 3069 Taft Street Hollywood, FL 33021 (954) 921-2444 With a copy to: Abby

JOINT FILING AGREEMENT

Exhibit 99.7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of iMedia Brands, Inc., a Minnesota corporation, and further agree to the filing of this agreeme

IMEDIA BRANDS, INC. Restricted Stock Unit Award Agreement (Vendors)

Exhibit 99.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTI

CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT

Exhibit 99.5 CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT This CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT (this ?Agreement?), effective as of the date fully executed below (the ?Effective Date?), is made by and between iMedia Brands, Inc., a Minnesota corporation (?IMBI?), and Famjams Trading LLC (?Famjams?), a New York limited liability company. Each of IMBI and Famjams may be referred to herein indi

Confidential Vendor Exclusivity Agreement, dated June 9, 2021, by and between the Issuer and Invicta Watch (incorporated by reference to Exhibit 99.3 of the Amendment No. 3 to the Initial Schedule 13D filed with the Securities and Exchange Commission on June 23, 2021) (File No. 005-41757)).

Exhibit 99.3 CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT This CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT (this ?Agreement?), effective as of the date fully executed below (the ?Effective Date?), is made by and between iMedia Brands, Inc., a Minnesota corporation (?IMBI?), and Invicta Watch Company of America, Inc. (?Invicta?), a Florida corporation. Each of IMBI and Invicta may be referred to herein

EVLV / EVINE Live Inc. / Invicta Media Investments, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) iMedia Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 300487105 (CUSIP Number) Aline V. Drucker Invicta Media Investments, LLC 3069 Taft Street Hollywood, FL 33021 (954) 921-2444 With a copy to: Abby

Restricted Stock Unit Award Agreement, dated June 9, 2021, by and between the Issuer and Invicta Watch (incorporated by reference to Exhibit 99.4 of the Amendment No. 3 to the Initial Schedule 13D filed with the Securities and Exchange Commission on June 23, 2021) (File No. 005-41757)).

Exhibit 99.4 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTI

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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, 2021 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

iMedia Brands Appoints Monty Wageman as Chief Financial Officer

Exhibit 99.1 iMedia Brands Appoints Monty Wageman as Chief Financial Officer MINNEAPOLIS, MN ? June 17, 2021 ? iMedia Brands, Inc. (?iMedia? or the ?Company?) (Nasdaq: IMBI) today announced the appointment of Montgomery ?Monty? Wageman as the Company?s Senior Vice President and Chief Financial Officer reporting directly to Tim Peterman, Chief Executive Officer. Wageman will be assuming this role f

Employment Offer Letter, dated June 16, 2021, by and between the Company and Montgomery Wageman

Exhibit 10.1 MyLinh Hong SVP, Human Resources & Administration 6740 Shady Oak Road Eden Prairie, MN 55344 (952) 943-6226 June 16, 2021 Monty Wageman 12060 Kelley Ln Rogers, Mn 55374 Dear Monty, On behalf of iMedia Brands, Inc. (the ?Company?), I am pleased to confirm the details of your promotion: TITLE; EFFECTIVE DATE; RESPONSIBILITIES Effective as of June 16, 2021 (the ?Effective Date?), your ti

4,830,918 Shares Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration Statement No. 333-239857? 4,830,918 Shares ? Common Stock We are offering 4,830,918 shares of our common stock, par value $0.01 per share, as described in this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol ?IMBI.? On June 8, 2021, the last reported sal

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 9, 2021 iMedia Brands, Inc.

Underwriting Agreement, dated June 9, 2021, by and between the Company and B. Riley Securities, Inc.

Exhibit 1.1 iMEDIA BRANDS, INC. (Minnesota corporation) Common Stock UNDERWRITING AGREEMENT June 9, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 As the Representative of the several Underwriters Ladies and Gentlemen: iMedia Brands, Inc., a company incorporated in Minnesota (the ?Company?), confirms its agreement with each of the Underwriters listed on Schedul

iMedia Brands Announces Pricing of $43.5 Million Public Offering of Common Stock

Exhibit 99.1 iMedia Brands Announces Pricing of $43.5 Million Public Offering of Common Stock MINNEAPOLIS, MN ? June 10, 2021 ? iMedia Brands, Inc. (NASDAQ: IMBI) today announced the pricing of an underwritten public offering of 4,830,918 shares of its common stock, at a public offering price of $9.00 per share. In addition, iMedia Brands has granted the underwriter a 30-day option to purchase up

Confidential Vendor Exclusivity Agreement, dated June 9, 2021, by and between the Company and Famjams Trading LLC

Exhibit 10.2 CONFIDENTIAL VENDOR exclusivity agreement This CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT (this ?Agreement?), effective as of the date fully executed below (the ?Effective Date?), is made by and between iMedia Brands, Inc., a Minnesota corporation (?IMBI?), and Famjams Trading LLC (?Famjams?), a New York limited liability company. Each of IMBI and Famjams may be referred to herein indi

Stock Purchase Agreement, dated June 9, 2021 by and between the Company and ALCC, LLC

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 9, 2021 (the ?Effective Date?), by and among iMedia Brands, Inc., a Minnesota corporation (the ?Company?), and ALCC, LLC, a Delaware corporation (including its successors and assigns, ?Investor?). WHEREAS, pursuant to an exemption from registration under the Securities Act of 1933,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 9, 2021 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

Restricted Stock Unit Award Agreement, dated June 9, 2021, by and between the Company and Invicta Watch Company of America, Inc.

Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTIO

Confidential Vendor Exclusivity Agreement, dated June 9, 2021, by and between the Company and Invicta Watch Company of America, Inc.

Exhibit 10.1 CONFIDENTIAL VENDOR exclusivity agreement This CONFIDENTIAL VENDOR EXCLUSIVITY AGREEMENT (this ?Agreement?), effective as of the date fully executed below (the ?Effective Date?), is made by and between iMedia Brands, Inc., a Minnesota corporation (?IMBI?), and Invicta Watch Company of America, Inc. (?Invicta?), a Florida corporation. Each of IMBI and Invicta may be referred to herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2021 ☐ TRANSITION REPORT UNDER SECTION 1

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

           Shares Common Stock

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Restricted Stock Unit Award Agreement, dated June 9, 2021, by and between the Company and Famjams Trading LLC

Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTIO

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 25, 2021 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

iMedia Brands Reports First Quarter 2021 Results, Updates 2021 Guidance Company Achieves 18% Net Sales Growth Over Same Prior Year Period

Exhibit 99.1 iMedia Brands Reports First Quarter 2021 Results, Updates 2021 Guidance Company Achieves 18% Net Sales Growth Over Same Prior Year Period MINNEAPOLIS, MN ? May 25, 2021 ? iMedia Brands, Inc. (the ?Company?) (NASDAQ: IMBI) today announced results for the first quarter ended May 1, 2021. First Quarter 2021 Summary & Recent Highlights ? Q1 net sales were $113.2 million, an increase of 18

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 4, 2021;

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Twelfth Amendment to Revolving Credit, Term Loan and Security Agreement, dated February 5, 2021, among the Registrant, as the lead borrower, certain of its subsidiaries party thereto as borrowers, and PNC Bank National Association, as a lender and agent and certain other lenders

TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This Twelfth Amendment to Revolving Credit, Term Loan and Security Agreement (the ?Amendment?) is made this 5th day of February, 2021 by and among iMedia Brands, Inc.

Significant Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT All of the Company?s subsidiaries listed below are wholly owned.

Description of Capital Stock

Exhibit 4.1 ? DESCRIPTION OF CAPITAL STOCK ? The summary of the general terms and provisions of the capital stock of iMedia Brands, Inc. (the ?Company?) set forth below does not purport to be complete and is subject to and qualified by reference to the Company?s Fourth Amended and Restated Articles of Incorporation (the ?Articles?), and By-Laws of the Company (the ?Bylaws,? and together with the A

iMedia Brands Reports Fourth Quarter and Full Year 2020 Results, Provides 2021 Guidance Q4 2020 – Returned to Revenue Growth and Achieved 20% Gross Profit Growth Full Year 2020 – Positive Operating Cash Flow and Free Cash Flow

EX-99.1 2 tm2110526d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 iMedia Brands Reports Fourth Quarter and Full Year 2020 Results, Provides 2021 Guidance Q4 2020 – Returned to Revenue Growth and Achieved 20% Gross Profit Growth Full Year 2020 – Positive Operating Cash Flow and Free Cash Flow MINNEAPOLIS, MN – March 23, 2021 – iMedia Brands, Inc. (the “Company”) (NASDAQ: IMBI) today announced results for t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 23, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission Fil

2,860,000 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-239857 PROSPECTUS SUPPLEMENT (To Prospectus dated July 27, 2020) 2,860,000 Shares of Common Stock We are offering 2,860,000 shares of our common stock, par value $0.01 per share, as described in this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbo

iMedia Brands Announces Pricing of $20 Million Public Offering of Common Stock

Exhibit 99.1 iMedia Brands Announces Pricing of $20 Million Public Offering of Common Stock MINNEAPOLIS, MN – February 18, 2021 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced the pricing of an underwritten public offering of 2,860,000 shares of its common stock, at a public offering price of $7.00 per share. In addition, iMedia Brands has granted the underwriter a 30-day option to purchase u

Underwriting Agreement, dated February 18, 2021, by and between the Company and Craig-Hallum Capital Group LLC

Exhibit 1.1 2,860,000 SHARES of Common Stock of IMEDIA BRANDS, INC. UNDERWRITING AGREEMENT February 18, 2021 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, iMedia Brands, Inc., a company incorporated under the laws of Minnesota

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 18, 2021 iMedia Brands, Inc.

SUBJECT TO COMPLETION, DATED FEBRUARY 17, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 5, 2021 iMedia Brands, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-37495 41-1673770 (State or other jurisdiction of incorporation) (Commission F

Contribution Agreement, dated February 5, 2021, by and between the Company and TCO, LLC

Exhibit 10.2 Execution Version CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of February 5, 2021, is entered into between iMedia Brands, Inc., a Minnesota corporation (“Transferor”), and TCO, LLC, a Delaware limited liability company (“Transferee”). RECITALS WHEREAS, Transferor wishes to transfer and assign to Transferee, and Transferee wishes to accept and assume

Limited Liability Company Agreement, dated February 5, 2021, among the Company, LAKR Ecomm Group LLC and TCO, LLC

Exhibit 10.1 LIMITED LIABILITY COMPANY AGREEMENT among TCO, LLC and THE MEMBERS NAMED HEREIN dated as of February 5, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 ARTICLE II ORGANIZATION 12 ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 13 ARTICLE IV MEMBERS 15 ARTICLE V ALLOCATIONS 16 ARTICLE VI DISTRIBUTIONS 19 ARTICLE VII MANAGEMENT 20 ARTICLE VIII EXCULPATION AND INDEMNIFICATION 25 ARTIC

Shared Services Agreement, dated February 5, 2021, by and between the Company and TCO, LLC

Exhibit 10.3 Execution Version Shared Services Agreement This Services Agreement (this “Agreement”), dated as of February 5, 2021 (the “Effective Date”), is entered into by and between iMedia Brands, Inc., a Minnesota corporation, with offices located at 6740 Shady Oak Road, Eden Prairie, Minnesota 55344 (“Service Provider”), and TCO, LLC, a Delaware limited liability company, with offices located

Loan and Security Agreement, dated February 5, 2021, by and between the Company and TCO, LLC

Exhibit 10.4 Execution Version LOAN AND SECURITY AGREEMENT Credit Amount: $1,000,000.00 This Agreement is entered into as of the 5th day of February, 2021 by and between iMedia Brands, Inc., a Minnesota corporation (the “Lender”), and TCO, LLC, a Delaware limited liability company (the “Borrower”). 1. Definitions. Terms defined in the TCO Operating Agreement (as defined below) and not otherwise de

Demand Promissory Note, dated February 5, 2021, issued by the Company to TCO, LLC

Exhibit 10.5 DEMAND PROMISSORY NOTE $ 1,000,000.00 TCO, LLC February 5, 2021 For value received, TCO, LLC, a Delaware limited liability company (the “Borrower”), promises to pay to the order of iMedia Brands, Inc., a Minnesota corporation (the “Lender”), at such place as the holder hereof may from time to time designate in writing, ON DEMAND, in lawful money of the United States of America, the pr

iMedia Reports Preliminary Q4 2020 Results and 2021 Guidance Q4 2020 – Returned to Revenue Growth and Achieved 20% Gross Profit Growth Full Year 2020 – Positive Operating Cash Flow and Free Cash Flow

Exhibit 99.1 iMedia Reports Preliminary Q4 2020 Results and 2021 Guidance Q4 2020 – Returned to Revenue Growth and Achieved 20% Gross Profit Growth Full Year 2020 – Positive Operating Cash Flow and Free Cash Flow MINNEAPOLIS, MN – February 9, 2021 – iMedia Brands, Inc. (the “Company”) (NASDAQ: IMBI) is reporting select preliminary unaudited financial results for the fourth quarter ended January 30

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37495 iMedia Brands, Inc. (Exact Name of Regist

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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): November 24, 2020 iMedia Brands, Inc.

iMedia Brands Reports Third Quarter 2020 Results

Exhibit 99.1 iMedia Brands Reports Third Quarter 2020 Results MINNEAPOLIS, MN – November 24, 2020 – iMedia Brands, Inc. (the “Company”) (NASDAQ: IMBI) today announced results for the third quarter ended October 31, 2020. Third Quarter 2020 Summary & Recent Highlights · Active customer file grew by 4% year-over-year, driven by a 31% growth in new customers. · Q3 net sales were $109.0 million, a dec

EVLV / EVINE Live Inc. / Invicta Media Investments, LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) iMedia Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 300487105 (CUSIP Number) Aline V. Drucker Invicta Media Investments, LLC 3069 Taft Street Hollywood, FL 33021 (954) 921-2444 With a copy to: Abby

2,400,000 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-239857 PROSPECTUS SUPPLEMENT (To Prospectus dated July 27, 2020) 2,400,000 Shares of Common Stock We are offering 2,400,000 shares of our common stock, par value $0.01 per share, as described in this prospectus supplement and the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbo

iMedia Brands Announces Pricing of $15 Million Public Offering of Common Stock

Exhibit 99.1 iMedia Brands Announces Pricing of $15 Million Public Offering of Common Stock MINNEAPOLIS, MN – August 26, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced the pricing of an underwritten public offering of 2,400,000 shares of its common stock, at a public offering price of $6.25 per share. In addition, iMedia Brands has granted the underwriter a 30-day option to purchase up

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 26, 2020 iMedia Brands, Inc.

Underwriting Agreement, dated August 26, 2020, by and between the Company and Craig-Hallum Capital Group LLC

Exhibit 1.1 2,400,000 SHARES of Common Stock of IMEDIA BRANDS, INC. UNDERWRITING AGREEMENT August 26, 2020 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, iMedia Brands, Inc., a company incorporated under the laws of Minnesota (c

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2020 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37495 iMedia Brands, Inc. (Exact Name of Registra

SUBJECT TO COMPLETION, DATED AUGUST 25, 2020

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

iMedia Brands Reports Second Quarter 2020 Results Highest Q2 Net Income in 20 Years Highest Quarterly Adjusted EBITDA in Company’s History

Exhibit 99.1 iMedia Brands Reports Second Quarter 2020 Results Highest Q2 Net Income in 20 Years Highest Quarterly Adjusted EBITDA in Company’s History MINNEAPOLIS, MN – August 18, 2020 – iMedia Brands, Inc. (the “Company”) (NASDAQ: IMBI) today announced results for the second quarter ended August 1, 2020. Second Quarter 2020 Summary & Recent Highlights · Net Income was $1.1 million, compared to a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 18, 2020 iMedia Brands, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

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): August 6, 2020 iMedia Brands, Inc.

iMedia Brands Appoints Darryl Porter to its Board of Directors

Exhibit 99.1 iMedia Brands Appoints Darryl Porter to its Board of Directors MINNEAPOLIS, MN – August 12, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) has appointed Darryl Porter to its board of directors, effective August 11th, 2020. Mr. Porter is a proven media executive with over 30 years of diversified business and creative experience in television, film and music. He is the CEO of Iconic Spectrum

-

iMedia Brands, Inc. 6740 Shady Oak Road Eden Prairie, MN 55344 July 21, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: iMedia Brands, Inc. Registration Statement on Form S-3 File No. 333-239857 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, iMedia Brands, Inc. (the “Company”)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 13, 2020 iMedia Brands, Inc.

Articles of Amendment to the Articles of Incorporation, dated July 13, 2020

Exhibit 3.1 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF IMEDIA BRANDS, INC. The undersigned, Eric Geppert, in his capacity as General Counsel of iMedia Brands, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that: 1.The name of the Corporation is iMedia Brands, Inc. 2.Article 3, Section A of the Corporation’s Articles of Incorporation has been amended to read in its e

Form of Subordinated Indenture

EXHIBIT 4.11 IMEDIA BRANDS, INC. TO [] Trustee INDENTURE Dated as of [] Subordinated Debt Securities iMedia Brands, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 §311(a) 613 (b) 613 §312(a) 701, 702(a) (b) 702(b)

Form of Senior Indenture

EXHIBIT 4.10 IMEDIA BRANDS, INC. TO [] Trustee INDENTURE Dated as of [] Senior Debt Securities iMedia Brands, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 §311(a) 613 (b) 613 §312(a) 701, 702(a) (b) 702(b) (c) 7

- S-3

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 14, 2020 Registration No.

Fourth Amended and Restated Articles of Incorporation

EX-4.1 Exhibit 4.1 FOURTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF IMEDIA BRANDS, INC. ARTICLE 1 NAME The name of the Corporation is iMedia Brands, Inc. ARTICLE 2 REGISTERED OFFICE The address of the registered office of the Corporation is 6740 Shady Oak Road, Minneapolis, Minnesota 55344-3433. ARTICLE 3 CAPITAL A. The Corporation is authorized to issue Ten Million (10,000,000) shares of

- S-8

S-8 As filed with the Securities and Exchange Commission on July 13, 2020 Registration No.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 2020 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37495 iMedia Brands, Inc. (Exact Name of Registrant

Description of Director Compensation Program

Exhibit 10.1 iMEDIA BRANDS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY Effective: May 18, 2020 Each non-employee director of iMedia Brands, Inc. (the “Company”) will receive: Director Annual Retainer: Annual retainer, payable in cash, of $65,000 per director except for the chairperson who shall receive $130,000 and the vice chairperson who shall receive $105,000. The chairperson and the vice

First Amendment, dated as of June 12, 2020, to that certain Common Stock and Warrant Purchase Agreement, dated as of April 14, 2020, by and between iMedia Brands, Inc. and the Purchasers listed therein

Exhibit 10.6 IMEDIA BRANDS, INC. First Amendment to Common Stock and Warrant Purchase Agreement This First Amendment, dated as of June 12, 2020 (the “Amendment”), amends that certain Common Stock and Warrant Purchase Agreement (the “Agreement”) dated as of April 14, 2020 by and between iMedia Brands, Inc., a Minnesota corporation with its principal office at 6740 Shady Oak Road, Eden Prairie, MN 5

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 1, 2020;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

iMedia Brands Reports First Quarter 2020 Results Restaging of Business Continues With $20 Million improvement in Q1 Operating Cash Flow

EX-99.1 Exhibit 99.1 iMedia Brands Reports First Quarter 2020 Results Restaging of Business Continues With $20 Million improvement in Q1 Operating Cash Flow MINNEAPOLIS, MN – May 27, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced results for the first quarter ended May 2, 2020. First Quarter 2020 Summary & Recent Highlights • Q1 net sales of $95.8 million declined 27% compared to prior

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): May 27, 2020 iMedia Brands, Inc.

iMedia Brands, Inc. 2020 Equity Incentive Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Description of Director Compensation Program

Exhibit 10.16 iMEDIA BRANDS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY Effective: June 13, 2019 Director annual retainer: Annual retainer, payable in cash, of $65,000 per director except for the chairperson who shall receive $130,000 and the vice chairperson who shall receive $105,000. The chairperson and the vice chairperson shall receive no additional retainers for serving on committees of

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The summary of the general terms and provisions of the capital stock of iMedia Brands, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the Company’s Third Amended and Restated Articles of Incorporation (the “Articles”), and By-Laws of the Company (the “Bylaws,” and together with the Articl

Significant Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT All of the Company's subsidiaries listed below are wholly owned.

our Annual Report on Form 10-K for the year ended February 1, 2020, filed with the SEC on April 30, 2020

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2020 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37495 iMedia Brands,

Common Stock and Warrant Purchase Agreement, dated May 2, 2019, by and among the Issuer, the Purchasing Group Members and the other party named therein (incorporated herein by reference to Exhibit 99.2 of the Amendment No. 1 to the Initial Schedule 13D filed with the Securities and Exchange Commission on April 24, 2020 (File No. 005-417757)).

Exhibit 99.2 IMEDIA BRANDS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April 14, 2020 by and between iMedia Brands, Inc., a Minnesota corporation with its principal office at 6740 Shady Oak Road, Eden Prairie, MN 55344-3433 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit

Common Stock and Warrant Purchase Agreement, dated May 2, 2019, by and among the Issuer, the Purchasing Group Members and the other party named therein (incorporated herein by reference to Exhibit 99.1 of the Amendment No. 1 to the Initial Schedule 13D filed with the Securities and Exchange Commission on April 24, 2020 (File No. 005-417757)).

Exhibit 99.1 EVINE LIVE INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of May 2, 2019 by and between Evine Live Inc., a Minnesota corporation with its principal office at 6740 Shady Oak Road, Eden Prairie, MN 55344-3433 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amen

EVLV / EVINE Live Inc. / Invicta Media Investments, Llc - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) iMedia Brands, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 300487105 (CUSIP Number) Aline V. Drucker Invicta Media Investments, LLC 3069 Taft Street Hollywood, FL 33021 (954) 921-2444 With a copy to: Abby

Common Stock and Warrant Purchase Agreement, dated as of April 14, 2020, by and between iMedia Brands, Inc. and the Purchasers listed therein

EX-10.1 4 tm2015964d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 IMEDIA BRANDS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April 14, 2020 by and between iMedia Brands, Inc., a Minnesota corporation with its principal office at 6740 Shady Oak Road, Eden Prairie, MN 55344-3433 (the “Company”), and those purchasers liste

iMedia Brands, Inc. Management Incentive Plan

Exhibit 10.3 IMEDIA BRANDS, INC. MANAGEMENT INCENTIVE PLAN In order to provide an additional incentive to eligible employees to contribute to the success of iMedia Brands, Inc. (the “Company”), the Company has adopted this Management Incentive Plan (the “Plan”) under which annual cash bonus awards (the “Awards”) may be provided to eligible employees. As set forth in this Plan, the grant of Awards

iMedia Brands Reports Fourth Quarter and Full Year 2019 Results Company Achieves Strategic Milestones in Nine-Month Turnaround $4 Million Financing to Improve Working Capital on April 14th

Exhibit 99.1 iMedia Brands Reports Fourth Quarter and Full Year 2019 Results Company Achieves Strategic Milestones in Nine-Month Turnaround $4 Million Financing to Improve Working Capital on April 14th MINNEAPOLIS, MN – April 15, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced results for the fourth quarter ended February 1, 2020 and full fiscal year 2019. Fourth Quarter 2019 Summary & R

Form of Warrant under Common Stock and Warrant Purchase Agreement, dated April 14, 2020 by and between iMedia Brands, Inc. and the Purchasers listed therein (coverage)

Exhibit 4.1 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITI

iMedia Announces $4 Million Equity Financing - Strategic Investment Led by Invicta Media Investments and iMedia Director Michael Friedman - - Current CEO Tim Peterman Also Appointed to the Company’s Board of Directors -

Exhibit 99.2 iMedia Announces $4 Million Equity Financing - Strategic Investment Led by Invicta Media Investments and iMedia Director Michael Friedman - - Current CEO Tim Peterman Also Appointed to the Company’s Board of Directors - MINNEAPOLIS, MN – April 15, 2020 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced that it entered into a financing agreement to sell $4 million of common stock pri

Registration Rights Agreement, dated as of April 14, 2020, by and between iMedia Brands, Inc. and the Purchasers listed therein

EX-10.2 5 tm2015964d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2020, is entered into by and between iMedia Brands, Inc., a Minnesota corporation (the “Company”), and the purchasers set forth on Exhibit A (each, an “Investor”). WHEREAS, certain investors previously purchased shares of Common Stock

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 14, 2020 iMedia Brands, Inc.

Form of Performance Share Unit Award Agreement pursuant to the 2011 Omnibus Incentive Plan

Exhibit 10.4 IMEDIA BRANDS, INC. Performance Stock Unit Award Agreement (Under the 2011 Omnibus Incentive Plan) iMedia Brands, Inc. (the “Company”), pursuant to its 2011 Omnibus Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an award of Performance Stock Units. The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the

Form of Warrant under Common Stock and Warrant Purchase Agreement, dated April 14, 2020 by and between iMedia Brands, Inc. and the Purchasers listed therein (fully paid)

Exhibit 4.2 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITI

IMBI / iMedia Brands, Inc. Class A CORRESP - -

Timothy Peterman Chief Executive Officer 6740 Shady Oak Road Eden Prairie, MN 55344 (952) 943-6158 February 12, 2020 VIA EDGAR Securities and Exchange Commission Attention: Robert Shapiro, Senior Staff Accountant Division of Corporation Finance 100 F.

Costs Associated with Exit or Disposal Activities

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): January 31, 2020 iMedia Brands, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 30, 2020 iMedia Brands, Inc.

Articles of Amendment of Articles of Incorporation of the Registrant (effective as of December 11, 2019)

Exhibit 3.1 Articles of Amendment of Articles of Incorporation OF IMEDIA BRANDS, INC. The undersigned, James Spolar, in his capacity as Senior Vice President, General Counsel and Secretary of iMedia Brands, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that: 1. Article 3, Section A of the Corporation’s Articles of Incorporation has been amended to read in its entirety as foll

Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock of the Registrant, dated December 13, 2019

Exhibit 3.2 THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF IMEDIA BRANDS, INC. ARTICLE 1 NAME The name of the Corporation is iMedia Brands, Inc. ARTICLE 2 REGISTERED OFFICE The address of the registered office of the Corporation is 6740 Shady Oak Road, Minneapolis, Minnesota 55344-3433. ARTICLE 3 CAPITAL A. The Corporation is authorized to issue Ten Million (10,000,000) shares of capital

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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.

ENLV / Enlivex Therapeutics Ltd. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 2, 2019 Commission File Number 001-37495 iMedia Brands, Inc. (Exact Name of Registrant as Specified in Its Charter) Minnesota 41-1673770 (State or Other Jurisdiction of I

Eleventh Amendment to Revolving Credit, Term Loan and Security Agreement, dated November 25, 2019, among the Registrant, as the lead borrower, certain of its subsidiaries party thereto as borrowers, and PNC Bank National Association, as a lender and agent and certain other lenders

Exhibit 10.4 ELEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This Eleventh Amendment to Revolving Credit, Term Loan and Security Agreement (the “Amendment”) is made this 25th day of November, 2019 by and among iMedia Brands, Inc. (f/k/a EVINE Live Inc.), a Minnesota corporation; ValueVision Interactive, Inc., a Minnesota corporation; VVI Fulfillment Center, Inc., a Minneso

Articles of Amendment of Articles of Incorporation of the Registrant (effective as of December 3, 2019)

Exhibit 3.1 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF IMEDIA BRANDS, INC. The undersigned, James Spolar, in his capacity as Senior Vice President, General Counsel and Secretary of iMedia Brands, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that: (i) The name of the Corporation is iMedia Brands, Inc. (ii) Article 3, Section A of the Corporation’s Amended and Resta

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 3, 2019 iMedia Brands, Inc.

Unregistered Sales of Equity Securities

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): November 26, 2019 iMedia Brands, Inc.

Restricted Stock Unit Award Agreement, dated as of November 18, 2019, by and between iMedia Brands, Inc. and ABG-Shaq, LLC

Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTI

iMedia Brands Reports Third Quarter Results Financial Turnaround Continues & Shaquille O’Neal Partnership Accelerates Growth Plan

Exhibit 99.1 iMedia Brands Reports Third Quarter Results Financial Turnaround Continues & Shaquille O’Neal Partnership Accelerates Growth Plan MINNEAPOLIS, MN – November 20, 2019 – iMedia Brands, Inc. (NASDAQ: IMBI) today announced results for the third quarter ended November 2, 2019. Third Quarter 2019 Summary & Recent Operational Highlights · EPS improved 36% to $(0.09) compared to $(0.14) last

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 18, 2019 iMedia Brands, Inc.

Registration Rights Agreement, dated as of November 18, 2019, by and between iMedia Brands, Inc. and ABG-Shaq, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2019, is entered into by and between iMedia Brands, Inc., a Minnesota corporation (the “Company”), and Shaq-ABG, LLC, a Delaware limited liability company (“Investor”). WHEREAS, Investor is the holder of a Restricted Stock Unit Award Agreement dated as of the date hereof to ac