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): ~~December~~February 2021, ~~2023~~2024

Legacy IMBDS, 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	IMBIQ	N/A
8.50% Senior Notes due 2026	N/A	N/A

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 71.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

Combined Joint Chapter 11 Plan of Liquidation and Disclosure Statement of Legacy IMBDS, Inc., and its Debtor Affiliates

As previously disclosed, on June 28, 2023, Legacy IMBDS, Inc. (f/k/a iMedia Brands, Inc.) (“Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code. The Chapter 11 Cases are being administered under the caption In re: Legacy IMBDS, Inc., et. al. (Case No. 23-10852).

~~Also~~On asFebruary ~~previously disclosed~~21, ~~on October 10~~2024, ~~2023,~~ the ~~Debtors~~Bankruptcy ~~filed~~Court entered an ~~initial~~order ~~proposed Combined Joint Chapter 11 Plan of Liquidation and Disclosure Statement of Legacy IMBDS, Inc., and its Debtor Affiliates~~ (the ~~disclosure statement portion thereof, the~~ “~~Initial~~Confirmation ~~Proposed Disclosure Statement~~Order” ~~and the chapter 11 plan portion thereof, the “Initial Proposed Plan,”~~) ~~including~~confirming ~~all exhibits thereto and as amended, supplemented or otherwise modified from time to time, and collectively~~ the ~~“Initial Proposed Combined Plan and Disclosure Statement”) with the Bankruptcy Court. Subsequently, on October 27, 2023, the~~ Debtors’ ~~filed an amended~~ Combined Joint Chapter 11 Plan of Liquidation and Disclosure Statement of Legacy IMBDS, Inc.~~, and~~ and its Debtor Affiliates (including all exhibits ~~thereto~~ and asplan ~~amended,~~supplements ~~supplemented or otherwise modified from time to time~~thereto, collectively the “~~First Amended Proposed~~ Plan ~~and Disclosure Statement~~”), ~~amending~~as ~~the~~revised ~~Initial Proposed~~and ~~Combined~~filed ~~Plan~~with ~~and~~the ~~Disclosure~~Bankruptcy ~~Statement~~Court ~~filed~~ on ~~October 10~~December 20, 2023. OnA ~~November 1,~~copy ~~2023,~~of the ~~Debtors~~Confirmation ~~filed~~Order ais ~~further~~attached ~~amended~~as ~~Combined~~Exhibit ~~Joint~~2.1 ~~Chapter~~to 11this ~~Plan~~Current ofReport ~~Liquidation~~on Form 8-K and ~~Disclosure~~is ~~Statement~~incorporated ofherein ~~Legacy~~by ~~IMBDS, Inc~~reference., ~~and~~The ~~its~~Plan ~~Debtor~~will ~~Affiliates (including~~be ~~all~~effective ~~exhibits thereto and~~ as ~~amended,~~of ~~supplemented~~a ordate ~~otherwise~~(the “Effective ~~modified~~Date”) ~~from time~~ to ~~time,~~be ~~collectively~~determined. ~~the~~It ~~“Second~~is ~~Amended~~currently ~~Proposed~~anticipated ~~Plan~~that ~~and Disclosure Statement”) amending~~ the ~~First~~Effective ~~Amended~~Date ~~Proposed~~will ~~Plan and~~occur ~~Disclosure~~in ~~Statement~~the ~~filed~~first oncalendar ~~October 27,~~quarter ~~2023~~of 2024.

OnThe ~~December 20,~~following ~~2023,~~is ~~the Debtors filed~~ a ~~further~~summary ~~amended Combined Joint Chapter 11 Plan~~ of ~~Liquidation~~the ~~and~~material ~~Disclosure~~terms ~~Statement~~ of ~~Legacy~~the ~~IMBDS, Inc~~Plan., ~~and~~This ~~its~~summary ~~Debtor~~describes ~~Affiliates~~only ~~(the~~certain ~~disclosure~~substantive ~~statement~~provisions ~~portion~~of ~~thereof,~~ the ~~“Proposed~~Plan ~~Disclosure Statement”~~ and ~~the chapter 11 plan portion thereof, the “Proposed Plan,” including all~~is ~~exhibits~~not ~~thereto~~intended ~~and as amended, supplemented or otherwise modified from time~~ to ~~time,~~be ~~and~~a ~~collectively~~complete ~~the~~description ~~“Third~~of ~~Amended Proposed Plan and Disclosure Statement”) amending~~ the ~~Second Amended Proposed Combined~~ Plan ~~and Disclosure Statement filed on November 1, 2023~~. ~~Capitalized~~This ~~terms~~summary ~~not~~is ~~otherwise~~qualified ~~defined~~ in ~~this~~its ~~Item~~entirety ~~7.01~~by ~~have~~reference to the ~~meaning~~full ~~given~~text toof ~~them in~~ the Confirmation ~~Third~~Order ~~Amended~~and ~~Proposed~~the Plan, ~~and Disclosure~~which ~~Statement.~~are ~~The~~attached ~~Third~~hereto ~~Amended~~as ~~Proposed~~Exhibits ~~Plan~~2.1 and ~~Disclosure Statement describes~~2.2, ~~among other things~~respectively, ~~the revised terms of debtor releases to reflect a narrowed scope of releases~~ and ~~certain~~incorporated ~~other~~in ~~aspects~~this ofItem ~~the~~1.03 ~~restructuring contemplated~~ by ~~the Proposed Plan (the~~ ~~“Restructuring”)~~reference. ~~The~~Capitalized ~~Third~~terms ~~Amended~~used ~~Proposed~~but ~~Plan~~not ~~and~~otherwise ~~Disclosure~~defined ~~Statement,~~in asthis ~~well~~Current asReport ~~other~~on ~~court~~Form ~~filings~~8-K ~~and~~have ~~information about~~ the ~~Debtors’~~meanings ~~Chapter~~given 11to ~~Cases,~~them ~~can~~in ~~be accessed free of charge at a website maintained by~~ the ~~Debtors’ claims, noticing,~~ ~~and solicitation agent, Stretto, Inc~~Plan.~~, at https://cases.stretto.com/imediabrands, by calling (855)794-3801 (toll-free) or +1 (949) 340-0398 (international), or by sending an email to iMediaInquiries@stretto.com.~~

~~Although~~Legacy ~~the~~IMBDS ~~Debtors~~Liquidating intend to pursue the Restructuring in accordance with the terms set forth in the Proposed Plan, there can be no assurance that the Proposed Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Proposed Plan, on different terms or at all.Trust

~~The~~On ~~Proposed~~the ~~Disclosure~~Effective ~~Statement~~Date, ~~was~~the ~~submitted~~Liquidating toTrust ~~the~~will ~~Bankruptcy~~be ~~Court~~established for ~~interim~~the ~~approval,~~primary ~~and~~purpose onof ~~November 2,~~liquidating ~~2023~~its assets, pursuing the ~~Bankruptcy~~Retained ~~Court~~Causes ~~entered~~of ~~the~~Action, ~~Order~~reconciling ~~(I) Granting~~and ~~Interim~~objecting ~~Approval~~to ofClaims, ~~the~~and ~~Disclosures~~making indistributions to the ~~Combined~~Beneficiaries ~~Plan~~who ~~and~~are ~~Disclosure~~the ~~Statement;~~Holders ~~(II) Scheduling~~of Allowed Unsecured aClaims ~~Combined~~in ~~Confirmation~~Class ~~Hearing~~4. ~~and~~The ~~Setting~~Liquidating ~~Deadlines~~Trust ~~Related~~Assets ~~thereto;~~include: (~~III~~a) ~~Approving~~ ~~Solicitation~~cash ~~Packages~~funding ~~and~~in ~~Procedures; (IV) Approving~~ the ~~Forms~~amount of ~~Ballots~~$1,500,000; ~~and~~ (Vb) ~~Granting~~ ~~Related~~all ~~Relief~~Retained ~~[Docket~~Causes ~~No. 701]~~of Action; (c) the ~~“Solicitation~~Debtors’ ~~Procedures~~rights ~~Order”). Accordingly,~~under the ~~Debtors~~Purchase ~~have~~Agreement; ~~commenced~~and ~~solicitation~~(d) ofall ~~votes~~other toassets ~~accept~~of the Debtors or ~~reject~~of the ~~Proposed~~Estates ~~Plan~~existing on the Effective Date, excluding, in ~~accordance~~each ~~with~~case, ~~the~~Cash ~~terms~~held ofin the ~~Solicitation~~ ~~Procedures~~Professional ~~Order.~~Fee AEscrow ~~confirmation~~Account. ~~hearing~~The toLiquidating ~~consider~~Trust ~~final~~Assets, ~~approval~~including ofany recovery from the ~~Proposed~~prosecution ~~Disclosure~~of ~~Statement~~the ~~and~~Retained ~~the~~Causes ~~Proposed Plan~~of isAction, ~~expected~~if toany, will be ~~held~~distributed in ~~the~~accordance ~~Bankruptcy~~with ~~Court~~the onPlan, ~~January~~the 8Confirmation Order, ~~2024~~and the Bankruptcy Code.

~~Information~~U.S. ~~contained~~Bank inTrust ~~the~~Company, ~~Third~~National ~~Amended~~Association ~~Proposed~~will ~~Plan~~serve ~~and~~as ~~Disclosure~~the ~~Statement~~liquidating istrustee ~~subject~~of tothe ~~change,~~Liquidating ~~whether~~Trust as(the a“Liquidating ~~result~~Trustee”) and ofadminister ~~amendments~~the orLiquidating ~~supplements~~ Trust pursuant to the ~~Third~~terms ~~Amended~~and ~~Proposed~~conditions ~~Plan~~of ~~and~~the ~~Disclosure~~Liquidating ~~Statement,~~Trust ~~third-party actions~~Agreement, orthe ~~otherwise~~Plan, ~~and~~the ~~should~~Sale ~~not be relied upon by any party. Such~~Order, ~~amendments~~ and ~~supplements~~the ~~will~~Confirmation ~~also be available for review and free of charge online at https://cases~~Order.~~stretto.com/imediabrands. Such~~ ~~amendments~~A ~~and~~three-member ~~supplements~~liquidating ~~may~~trust becommittee ~~filed~~created ~~with~~under the ~~Bankruptcy~~Liquidating ~~Court~~Trust ~~without~~Agreement ~~the~~will ~~filing~~provide ~~of an accompanying Current Report on Form 8-K. The documents~~oversight and ~~other~~direction ~~information~~to ~~available~~the ~~via~~Liquidating ~~website~~Trustee orin ~~elsewhere~~accordance ~~are~~with ~~not~~the ~~part~~terms of ~~this~~the ~~Current~~Liquidating ~~Report~~Trust ~~on Form 8-K and shall not be deemed incorporated herein~~Agreement.

~~Copies~~Treatment of the Third Amended Proposed Plan and Disclosure Statement are attached as Exhibit 99.1, to this Current Report on Form 8-K. The foregoing description of the Third Amended Proposed Plan and Disclosure Statement is a summary only and is qualified in its entirety by reference to the full text of the Third Amended Proposed Plan and Disclosure Statement.Claims

The ~~information~~confirmed inPlan ~~this~~creates ~~Item~~eight ~~7.01,~~classes ~~including~~of ~~Exhibit 99~~Claims against and Interests in the Debtors. Holders of Allowed Claims in Class 1, ~~shall~~(Secured ~~not~~Tax Claims) will (i) be ~~deemed~~paid toby bethe ~~“filed”~~Debtors ~~for~~or ~~purposes~~the Liquidating Trustee from the Secured Claims Reserve in accordance with the terms of ~~Section 18~~the Plan or (ii) receive such other treatment rendering such Holder’s Allowed Secured Tax Claim Unimpaired. Holders of Allowed Claims in Class 2 (Other Secured Claims) will (i) be paid by the ~~Securities~~Debtors ~~Exchange~~or ~~Act~~the Liquidating Trustee from the Secured Claims Reserve in accordance with the terms of ~~1934~~the Plan, (ii) receive collateral securing such Holder’s Allowed Other Secured Claim as ~~amended~~of (the ~~“Exchange~~Petition ~~Act”~~Date or the value of such collateral, or (iii) receive such other treatment rendering such Holder’s Allowed Other Secured Claim Unimpaired. Holders of Allowed Claims in Class 3 (Other Priority Claims) will (i) be paid by the Debtors or ~~otherwise~~the ~~subject~~Liquidating Trustee from the Priority Claims Reserve in accordance with the terms of the Plan or (ii) receive such other treatment rendering such Holder’s Allowed Other Priority Claim Unimpaired. Holders of Allowed Claims in Class 4 (Unsecured Claims) will receive a beneficial interest in the Liquidating Trust entitling such Holder to a Pro Rata share of the ~~liabilities~~Unsecured Claims Distribution Proceeds, if any. On the Effective Date, each Holder of ~~that~~Allowed ~~section~~Claims in Class 5 (Intercompany Claims) and each Holder of Interests in Class 7 (Intercompany Interests), in each case, shall either have its Claim or Interest reinstated or canceled, released, and isextinguished at the option of the Liquidating Trustee. Holders of Allowed Intercompany Claims and Intercompany Interests therefore will not ~~incorporated~~receive byany ~~reference~~distribution ~~into~~on account of such Claims or Interests. Allowed Claims in Class 6 (Section 510(b) Claims), if any, ~~filing~~will ~~under~~be canceled, released, and extinguished as of the ~~Securities~~Effective ~~Act~~Date, and Holders of ~~1933~~Allowed Section 510(b) Claims will not receive any distribution on account of such Claims. Finally, asInterests ~~amended~~in Class 8 (~~the~~Interests in ~~“Securities~~Legacy ~~Act”~~IMBDS) or will be canceled, released, and extinguished as of the ~~Exchange~~Effective ~~Act~~Date, and Holders of Interests in Legacy IMBDS will not receive any distribution on account of such Interests.

As of February 21, 2024, there are 31,644,860 issued and outstanding shares of the Company’s common stock. Pursuant to the confirmed Plan, holders of the Company’s common stock will not receive any distribution on account of such equity interests, and the Company’s common stock will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect. No shares of the Company’s common stock are reserved for future issuance in respect of claims and interests filed and allowed under the confirmed Plan.

For information regarding the Company’s assets and liabilities, please reference the monthly operating reports filed with the Bankruptcy Court on February 2, 2024. Information regarding the assets and liabilities of the Debtors and its subsidiaries that was filed with the Bankruptcy Court may be found at https://cases.stretto.com/imediabrands and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The Plan provides that on the Effective Date, except as otherwise specifically provided for in the Plan: (1) the obligations of the Debtors under any certificate, Security, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligation of or ownership interest in the Debtors that are Reinstated pursuant to the Plan, if any) shall be canceled solely as to the Debtors, and the Post-Effective Date Debtors shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indentures, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligation of or ownership interest in the Debtors that are specifically Reinstated pursuant to the Plan) shall be released. Notwithstanding the foregoing, no Executory Contract or Unexpired Lease (i) that has been, or will be, assumed pursuant to section 365 of the Bankruptcy Code or (ii) relating to a Claim that was paid in full prior to the Effective Date, shall be terminated or canceled on the Effective Date.

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

Pursuant to the terms of the Plan, as of the Effective Date, the Company’s board of directors shall be dissolved and all remaining officers, directors, or managers of the Company shall be dismissed. Each of the Company’s directors (Darryl Porter, Landel Hobbs, Jill Krueger, Alan Aldworth, Aaron Reitkopf, Michael Friedman, Eyal Lalo, Steve Panagos, and Jill Frizzley), and the Company’s remaining officer, James Alt, will cease to be directors and officers of the Company on the Effective Date.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Plan, on the Effective Date the Company’s fiscal year end will be changed to the Effective Date.

Forward-Looking Statements

This document may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact, including statements regarding anticipated timing of filings with the Securities and Exchange Commission are forward-looking. The Company often use words such as anticipates, believes, estimates, expects, intends, seeks, predicts, hopes, should, plans, will, or the negative of these terms and similar expressions to identify forward-looking statements, although not all forward looking-statements contain these words. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to), the Company’s ability to resolve the foregoing matters involving its liquidity and indebtedness. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Third Amended Proposed Plan and Disclosure Statement
2.1		Confirmation Order
2.2		Confirmed Plan
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: December 21, 2023	Legacy IMBDS, Inc.
Date: February 27, 2024	Legacy IMBDS, Inc.
	By:	/s/ James Alt
		James Alt
		Chief Transformation Officer

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