Item 1.01 Entry into a Material Definitive Agreement
The information included in Item 2.03 below is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets
On
At the closing of the Acquisition (the "Closing"), the Company acquired 1-2-3.tv
Group from the Sellers for an aggregate purchase price of
The foregoing descriptions of the Purchase Agreement and the Acquisition do not
purport to be complete and are qualified in their entirety by reference to the
Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
The foregoing descriptions of the Vendor Loan Agreement and Vendor Loan do not
purport to be complete and are qualified in their entirety by reference to the
Vendor Loan Agreement, a copy of which was filed as Exhibit 10.1 to the Current
Report on Form 8-K filed by the Company on
Item 7.01 Regulation FD Disclosure
On
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this item were previously filed as Exhibits
99.2 and 99.3 to the Current Report on Form 8-K filed by the Company on
(b) Pro Forma Financial Information
The financial statements required by this item were previously filed as Exhibit
99.4 to the Current Report on Form 8-K filed by the Company on
(d) Exhibits
The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:
Exhibit No. Description 2.1 Sale and Purchase Agreement Relating to 1-2-3.tv Group, datedSeptember 22, 2021 betweenEmotion Invest GmbH & Co. KG ,BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft, Iris Capital Fund II, SCUR-Alpha 1359GmbH and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 10.1 Form of Vendor Loan Agreement among SCUR-Alpha 1359GmbH (to be renamed iMedia&123tvHolding GmbH ) (as borrower),iMedia Brands, Inc. and1-2-3.tv GmbH (as guarantors) andEmotion Invest GmbH & Co. KG ,BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft and Iris Capital Fund II (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 23.1 Consent ofMazars GmbH & Co. KG (incorporated by reference to Exhibit 23.1 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 99.1 Press Release datedNovember 10, 2021 related to Closing of Acquisition 99.2 The historical audited financial statements of 123tv BeteiligungsGmbH for the years endedDecember 31, 2020 and 2019 (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 99.3 Financial Statements of 123tvBeteiligungs GmbH for the six months endedJune 30, 2021 andJune 30, 2020 (incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 99.4 Unaudited pro forma condensed combined balance sheet as ofJuly 31, 2021 and unaudited pro forma condensed combined statements of operations for the six months endedJuly 31, 2021 and for the year endedJanuary 31, 2021 (incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K filed by the Company onSeptember 22, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source