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): ~~January 28~~March 2, 2021

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-31390		06-1195422
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2400 Xenium Lane North	Plymouth	Minnesota	55441
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (763) 551-5000

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:

Class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $.01 per share		CBKC		OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~January~~March 282, 2021, Christopher & Banks Corporation (together with its subsidiaries, the “Company”) ~~entered~~closed ~~into~~on ~~an Asset Purchase Agreement (~~the ~~“Agreement”) with ALCC, LLC for the~~ sale of all or substantially all of the ~~Company’s~~ assets used in the conduct of its business, including its retail store business and its e-Commerce business~~. The~~, ~~Company~~to ~~values~~ALCC, ~~the~~LLC ~~consideration~~(“ALCC”). Pursuant ~~provided~~to ~~under~~ the ~~Agreement~~terms atof ~~approximately $24.6 million, which includes~~ the ~~assumption~~previously ofdisclosed ~~certain~~Asset ~~liabilities~~Purchase ~~and~~Agreement, towhich ~~the~~was ~~extent~~filed ~~cash~~ on ~~hand~~a isCurrent ~~not~~Report ~~sufficient~~on toForm ~~satisfy~~8-K ~~certain~~on ~~budgeted~~February ~~wind~~1, ~~down expenses~~2021, ~~a closing cash payment subject to adjustments.~~ ALCC, anhas ~~affiliate~~designated ofiMedia ~~Hilco Merchant Resources~~Brands, ~~is the lender under the Company’s term loan facility and the program agent under the Company’s secured vendor program~~Inc. ~~The~~ ~~Company~~(“iMedia”) ~~retains~~as ~~the option, exercisable in connection with~~ a ~~competitive~~Buyer ~~bid~~Designee, ~~auction conducted pursuant~~ to ~~bidding~~assume ~~procedures~~certain ~~approved~~of by the ~~Bankruptcy~~assets ~~Court,~~and toliabilities ~~sell~~related ~~these assets~~ to ~~one or more alternate buyers for a minimum all-cash purchase price that must be at least $1.0 million more than~~ the ~~purchase~~operation ~~price~~of ~~established under~~ the ~~Agreement~~business, ~~and~~while ~~in those circumstances, to reimburse~~ ALCC upwill toretain ~~$350,000~~the ofintellectual ~~expenses~~property ~~incurred~~assets ~~in connection with the Agreement~~ and ~~related due diligence~~liabilities.

The ~~Agreement~~Company isvalues ~~subject~~the toconsideration ~~final~~provided ~~approval~~under by the ~~United~~Asset ~~States~~Purchase ~~Bankruptcy~~Agreement ~~Court~~at ~~for~~approximately ~~the~~$24.6 ~~District~~million, ofwhich ~~New~~includes ~~Jersey (~~the ~~“Bankruptcy~~assumption ~~Court”).~~of ~~The~~certain ~~Company~~liabilities ~~intends~~and, to ~~request~~the ~~that~~extent ~~the~~cash ~~Bankruptcy~~on ~~Court~~hand ~~schedule~~is anot ~~hearing~~sufficient to ~~approve~~satisfy ~~any~~certain ~~sale~~budgeted ~~under~~wind ~~the~~down ~~Agreement~~expenses, ~~for~~a ~~late~~closing ~~February~~cash payment subject to adjustments. ~~The~~ ~~above~~ALCC, ~~description~~an isaffiliate ~~subject~~of inHilco ~~its~~Merchant ~~entirety~~Resources, tois the ~~terms~~lender ofunder the ~~Agreement,~~Company’s ~~which~~term isloan ~~filed~~facility asand ~~Exhibit~~the ~~2.1~~program toagent ~~this~~under ~~Current~~the ~~Report~~Company’s secured vendor program.

On January 1328, 2021, the Company ~~filed~~entered ~~voluntary~~into ~~petitions~~the ~~for~~Asset ~~relief~~Purchase ~~under~~Agreement ~~Chapter~~with 11ALCC, ofsubject ~~the~~to ~~Bankruptcy~~higher ~~Code~~and ~~(“Chapter~~better ~~11”)~~offers. No inother ~~the~~parties ~~Bankruptcy~~submitted ~~Court.~~a ~~The~~bid ~~Chapter~~for 11the ~~cases~~assets, ~~are~~and ~~being~~as ~~jointly~~a ~~administered~~result, ~~under~~ALCC held the ~~caption~~winning Inbid ~~re:~~for ~~Christopher~~the &sale ~~Banks~~of ~~Corporation,~~the ~~et.~~assets aldescribed above., The ~~Case~~auction Nowas canceled. The ~~21-10269~~Asset Purchase Agreement was approved by the Bankruptcy Court on February 23, 2021.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits:
2.1	Asset Purchase Agreement dated January 28, 2021, by and among Christopher & Banks Corporation, the Other Sellers Listed in the Agreement and ALCC, LLC.

On January 28, 2021, the Company, after a bankruptcy auction, entered into the Asset Purchase Agreement with ALCC as the winning bidder at such auction, for the sale of the assets described above. The Asset Purchase Agreement was approved by the Bankruptcy Court on February 23, 2021.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits:

2.1	Notice of Designation of Buyer Designee dated March 2, 2021

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.

	CHRISTOPHER & BANKS CORPORATION
Date: February 1, 2021	By:	/s/ Keri L. Jones
Date: March 2, 2021	By:	/s/ Keri L. Jones
		Keri L. Jones
		President and Chief Executive Officer

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