Item 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing
             Rule or Standard; Transfer of Listing.

As previously disclosed by the iMedia Brands, Inc. ("we", "us", "our", or the "Company") in its notice on Form 12b-25 filed on May 1, 2023 with the United States Securities and Exchange Commission ("SEC"), the Company had determined that it was unable to file its Annual Report on Form 10-K for the year ended January 28, 2023 (the "Form 10-K"), within the prescribed time period without unreasonable effort or expense.

On May 3, 2023, the Company received a notification letter (the "Nasdaq Notice") from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") stating that, because the Company has not yet filed the Form 10-K, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule"), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. The Nasdaq Notice has no immediate effect on the listing or trading of the Company's securities.

Nasdaq has informed the Company that, under Nasdaq rules, the Company has until July 3, 2023, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 25, 2023, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance with any extension period granted by Nasdaq. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel pursuant to Nasdaq Listing Rule 5815(a).

The Company is working diligently to complete the Form 10-K and anticipates filing it with the SEC as promptly as practicable.

Item 7.01 Regulation FD Disclosure






(d) Exhibits

On May 5, 2023, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Nasdaq Notice. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, 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 9.01 Financial Statements and Exhibits






(d) Exhibits

The following exhibit is being furnished with this Current Report on Form 8-K:





Exhibit No.                                   Description
   99.1         Press Release dated May 5, 2023
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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