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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
File Number)
  (IRS Employer
Identification No.)

 

6740 Shady Oak Road,

Eden Prairie, Minnesota 55344-3433

(Address of principal executive offices)

 

(952) 943-6000

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, $0.01 par value IMBI The Nasdaq Stock Market, LLC
8.50% Senior Notes due 2026 IMBIL The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of February 8, 2023, Thomas Zielecki and iMedia Brands, Inc. (the “Company”) mutually agreed to end his employment as Senior Vice President and Chief Financial Officer of the Company. Mr. Zielecki will serve as a consultant to the Company for the next three months to provide, among other things, consultation and assistance as reasonably requested by the Company. In exchange for his continued service, Mr. Zielecki will be entitled to continue to receive his existing compensatory arrangements for the duration of his continued service to the Company.

 

Timothy A. Peterman, the Company's Chief Executive Officer, will serve as acting Chief Financial Officer, serving as the principal accounting and financial officer, until a successor is appointed. There is no change to Mr. Peterman’s compensation for service in this role.

 

Additional information about Mr. Peterman as required by Item 401 of Regulation S-K can be found under the heading "Directors, Executive Officers and Corporate Governance" in Item 10 of Part III of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and such information is incorporated herein by reference.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 13, 2023 iMedia Brands, Inc.
     
  By: /s/ Timothy A. Peterman
    Timothy A. Peterman
    Chief Executive Officer & Interim Chief Financial Officer