Item 1.01 Entry into a Material Definitive Agreement

Loan Agreement and Convertible Promissory Note

On April 10, 2023, iMedia Brands, Inc. ("we", "us", "our", or the "Company") entered into a Loan Agreement (the "Loan Agreement") with certain individuals and entities (each an "Investor"), for the purchase and sale of unsecured convertible promissory notes (the "Notes") in the original aggregate principal amount of $3,500,000, convertible into shares of the Company's common stock, $0.01 par value ("Common Stock") and warrants to purchase Common Stock (the "Warrants"), in a private placement upon the terms and subject to the limitations and conditions set forth in the Note.

The terms of the Notes issued and sold at the closing (the "Closing") of the transactions contemplated by the Loan Agreement are set forth in the form of Note attached as Exhibit 4.1 to this Current Report on Form 8-K. The original principal balance of the Note accrues interest at 7.75% per annum, increasing to 15% per annum effective January 1, 2024 in the event the Notes remain outstanding. The maturity date of the Notes is December 31, 2023.

Upon the completion of (a) the Company's shareholders approving an increase to the Company's authorized shares in order to provide sufficient authorized but unissued and unreserved shares of Common Stock to permit conversion and any other required shareholder approvals and (b) either (i) the Company's entry into either a new or refinanced asset-based lending facility or (ii) the holders of a majority of the principal amount of the Notes determining that the Company has made sufficient progress towards completion of this refinancing, the outstanding principal and interest accrued (the "Conversion Amount") will be convertible into shares of Common Stock and Warrants.

The holder shall receive a number of shares of Common Stock (the "Shares"), together with a Warrant to purchase 0.85 shares of Common Stock, determined by dividing the Conversion Amount by (a) $0.58625 for the Company's officers and directors who purchased Notes and (b) $0.57475 for all other purchasers of Notes. In lieu of receiving Shares, a Note holder may request pre-funded warrants to Shares which are identical in form to the Warrants, except that they have no expiration date and have an exercise price of $0.0001 per share. The maximum number of shares of Common Stock that may be issued in connection with a conversion of the Notes or upon exercise of any Warrants to any individual holder may not exceed 19.99% of the Company's then-current outstanding shares without shareholder approval.

Under the terms of the Loan Agreement, we have agreed to register the shares of Common Stock and the shares issuable upon exercise of Warrants for resale pursuant to the Securities Act of 1933, as amended (the "Securities Act") in accordance with the terms and conditions therein.

The foregoing summaries of the terms of the Loan Agreement and the Notes are subject to, and qualified in their entirety by, such documents, which are included as exhibits hereto and incorporated by reference herein.

The Notes, underlying shares of Common Stock, and Warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D promulgated under the Securities Act, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The Note (and, if and to the extent issued, the underlying shares of Common Stock and Warrants), contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Securities and Exchange Commission.











Credit Facility Amendment

On April 10, 2023, The Company entered into a Forbearance Agreement, Tenth Amendment to Loan and Security Agreement and Amendment to Fee Letter (the "Amendment"), which amends the Loan and Security Agreement dated July 30, 2021 (as amended, the "Loan and Security Agreement"), by and among the Company, 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 . . .

Item 2.02 Results of Operations and Financial Condition

On April 12, 2023, the Company issued a press release disclosing its results of operations and financial condition for the Company's fourth fiscal quarter and fiscal year ended January 28, 2023. The press release is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 under the caption "Loan Agreement and Convertible Promissory Note" is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 under the caption "Loan Agreement and Convertible Promissory Note" is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure

The Company's investor presentation dated April 12, 2023 is furnished herewith as Exhibit 99.2. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:





Exhibit No.                                 Description
    4.1         Form of Convertible Promissory Note issued April 2023
    4.2         Form of Common Stock Warrant to be issued upon Conversion of
              Convertible Promissory issued April 2023
    4.3         Form of Pre-Funded Common Stock Warrant to be issued upon Conversion
              of Convertible Promissory issued April 2023
   10.1         Loan Agreement, dated as of April 10, 2023, by and among iMedia
              Brands, Inc. and each purchaser listed on Schedule I thereto.
   10.2         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)
   10.3         Seventh Amendment to Loan and Security Agreement, dated as of
              September 12, 2022, by and among 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 iMedia&123TV Holding
              GMBH, as guarantors
   10.4         Forbearance Agreement and Eighth Amendment to Loan and Security
              Agreement, dated as of December 20, 2022, by and among 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
              iMedia&123TV Holding GMBH, as guarantors
   10.5         Ninth Amendment to Loan and Security Agreement and First Amendment to
              Forbearance Agreement, dated as of February 1, 2023, by and among
              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 iMedia&123TV Holding GMBH, as guarantors
   10.6         Tenth Amendment to Loan and Security Agreement, dated April 10, 2023,
              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
   10.7         Letter Agreement, dated as of April 10, 2023, by and among the iMedia
              Brands, Inc., Siena Lending Group LLC and the other financial
              institutions party thereto from time to time, VVI Fulfillment Center,
              Inc., EP Properties, LLC and Portal Acquisition Company
   10.8         Master Lease Agreement between the Company and Pontus IMB Portfolio,
              LLC, dated April 7, 2023
   10.9         Post-Closing Agreement between the Company and Pontus IMB Portfolio,
              LLC, dated April 7, 2023
   99.1         Press Release, dated April 12, 2023
   99.2         Investor Presentation, dated April 12, 2023
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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