SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Invicta Media Investments, LLC

(Last) (First) (Middle)
3069 TAFT STREET

(Street)
HOLLYWOOD FL 33021

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2020
3. Issuer Name and Ticker or Trading Symbol
iMedia Brands, Inc. [ IMBI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,091,070(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) 05/02/2019 05/01/2024 Common stock 252,656(2) $15(2) D
Warrants (right to buy) 10/17/2020 04/14/2025 Common stock 122,399 $2.66 D
Warrants (right to buy) 11/23/2020 04/14/2025 Common stock 61,199 $2.66 D
Warrants (right to buy) 12/13/2020 04/14/2025 Common stock 61,199 $2.66 D
Warrants (right to buy) 01/11/2021 04/14/2025 Common stock 122,399 $2.66 D
Warrants (right to buy)(1) 07/11/2020 04/14/2025 Common stock 43,324 $0.001 D
Explanation of Responses:
1. Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the Common Stock and Warrant Purchase Agreement, dated May 2, 2019; (ii) 244,798 shares of Common Stock purchased in the first tranche pursuant to the Common Stock and Warrant Purchase Agreement, dated April 14, 2020 (the "Purchase Agreement"), which closed on April 17, 2020; (ii) 122,399 shares of Common Stock to be purchased in the second tranche pursuant to the Purchase Agreement, which is set to close on May 23, 2020; (iii) 122,399 shares of Common Stock to be purchased in the third tranche pursuant to the Purchase Agreement, which is set to close on June 13, 2020; and (iv) 201,474 shares of Common Stock to be purchased in the fourth tranche pursuant to the Purchase Agreement, which is set to close on July 11, 2020 (which assumes that the 19.999% blocker limitation set forth in the Purchase Agreement will be implicated and that 43,324 blocker warrants will be issued in lieu of shares of Common Stock).
2. Giving effect to the 10-for-1 reverse stock split on December 11, 2019.
/s/ Eyal Lalo, Manager 04/24/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.