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 924, 2014

dELiA*s, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51648

20-3397172

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

50 West 23^rd Street, New York, New York 10010

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 590-6200

N/A

(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 obligations 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))

Item 1.01

Entry into a Material Definitive Agreement.

On December 924, 2014, the United ~~States~~ States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ~~approved~~entered ~~the~~a ~~motions~~final ~~filed~~order byapproving ~~dELiA*s, Inc. (~~the ~~“Company”)~~Agency ~~and~~Agreement, ~~its~~as ~~subsidiaries~~amended ~~(together~~and ~~with~~restated ~~the~~on ~~Company~~December 22, 2014 (the “~~Debtors~~Agency Agreement”), ~~that~~by ~~commenced~~and ~~chapter~~between ~~11 cases on December 7~~dELiA*s, ~~2014~~Inc. (the “~~Chapter 11 Cases~~Company”) toand ~~continue~~a tojoint ~~operate~~venture ~~and~~of ~~serve~~Hilco ~~their~~Merchant ~~customers~~Resources, ~~during~~LLC ~~the~~and ~~orderly~~Gordon ~~wind~~Brothers ~~down~~Retail ofPartners, LLC (the ~~business~~“Agents”). The ~~Bankruptcy~~Agency ~~Court’s~~Agreement ~~approval~~authorizes ~~included~~ the ~~Debtors’~~Agents ~~request~~to ~~for~~liquidate all merchandise and ~~interim~~inventory ~~relief~~owned ~~with~~by ~~respect~~the toCompany aand ~~Debtor~~certain inof ~~Possession~~its ~~Credit~~subsidiaries ~~Agreement~~and ~~with~~to ~~Salus~~dispose ~~Capital~~of ~~Partners,~~certain ~~LLC~~furnishings, astrade ~~administrative~~fixtures, ~~Agent~~equipment and ~~Collateral~~improvements ~~Agent,~~to ~~and~~real ~~the~~property ~~other~~with ~~lenders~~respect ~~party~~to ~~thereto (~~the ~~“DIP~~Company’s ~~Facility”),~~stores and, anat ~~Agency~~the ~~Agreement~~Company’s ~~with a~~option, ~~joint~~distribution ~~venture~~center. ofSuch ~~Hilco~~liquidation ~~Merchant Resources, LLC~~ and ~~Gordon~~sale ~~Brothers~~includes ~~Retail Partners, LLC to conduct~~ store closing and going out of business sales at all of the ~~Debtors’~~ retail stores. ~~The~~of ~~Bankruptcy Court has scheduled~~ the ~~final~~Company ~~hearing~~and onits ~~the DIP~~subsidiaries ~~Facility~~that ~~and~~commenced ~~the~~chapter ~~Agency~~11 ~~Agreement~~cases ~~for~~on December 237, 2014 (together with the Company, the “Debtors”). Copies of the ~~agreements~~Agency Agreement and the Bankruptcy Court ~~orders~~order may be found at https://cases.primeclerk.com/delias.

~~Item~~The ~~2.03~~Agency ~~Creation~~Agreement ofwas aamended ~~Direct~~and ~~Financial~~restated ~~Obligation~~from orthe anoriginal ~~Obligation~~agreement ~~under~~entered aninto ~~Off-Balance~~by ~~Sheet~~such ~~Arrangement~~parties ofon aDecember 4, ~~Registrant~~2014. In particular, the Agency Agreement was amended to provide that:

• The ~~information~~Agents’ ~~provided~~designation rights with respect to the Company’s intellectual property include the membership interests in ~~Item~~ dELiA*s Brand LLC, and the Debtors will be paid 40% of the net recovery from any sale of the intellectual property in excess of $1.012 ~~above~~million isand ~~incorporated~~60% byof ~~reference~~any ~~into~~amount ~~this~~in ~~Item~~ excess of $2.~~03.~~5 million.

~~Item~~• ~~3.01~~To ~~Notice~~the extent that the total proceeds from the sales exceed the sum of ~~Delisting~~expenses, orthe ~~Failure~~specified toAgents’ ~~Satisfy~~fees aand ~~Continued~~the ~~Listing~~guaranteed ~~Rule~~amount or(91% ~~Standard;~~of ~~Transfer~~the value of ~~Listing~~such merchandise), 50% of the remaining sale proceeds will be paid to the Debtors.

On• ~~December 11,~~Specified ~~2014,~~marked-out-of-stock ~~the~~inventory ~~Company~~was ~~received~~carved aout ~~notice~~ from the ~~NASDAQ~~general ~~Capital~~sale ~~Market~~provisions. ~~(the~~To ~~“Exchange”) that~~ the ~~Exchange~~extent ~~had determined~~ that the ~~listing~~total ofproceeds ~~the~~from ~~Company’s~~such ~~common~~sales ~~stock~~exceed on the ~~Exchange~~sum ~~will be suspended as~~ of ~~the opening of business on December 22~~expenses, ~~2014. The Exchange noted that it reached this decision in light of~~ the ~~Company’s~~specified ~~announcement to file the Chapter 11 Cases, which is described in Item 1.01 above. As previously announced May 7, 2014, the Company also was not in compliance with the Exchange~~Agents’s ~~price~~fees ~~criteria~~and ~~for common stock because~~ the ~~average~~guaranteed ~~closing~~amount ~~price~~(36% of the ~~Company’s~~ ~~common~~value ~~stock~~of ~~was~~such ~~less than $1.00 per share over a consecutive 30-trading-day period. On November 5~~merchandise), ~~2014,~~80% ~~the~~of ~~Company’s application to transfer its common stock listing from~~ the ~~NASDAQ~~remaining ~~Global~~sale ~~Market~~proceeds towill ~~the~~be ~~NASDAQ Capital~~paid ~~Market had been approved and the Exchange notified the Company that it was required~~ to ~~satisfy~~ the ~~minimum closing share price listing condition for 10 consecutive business days prior to May 4, 2015 or be delisted at such date~~Debtors.

~~The~~Except ~~Company~~as ~~does~~set forth ~~not intend to take any further action to appeal the Exchange’s decision~~above, ~~and therefore it is expected that~~ the ~~common stock~~material ~~will~~terms beof ~~delisted after~~ the ~~completion~~original ofagreement, ~~the~~as ~~Exchange’s~~described ~~application~~in to the ~~Securities and Exchange Commission. The~~ Company’s ~~common~~Form ~~stock~~8-K ~~may~~filed ~~not~~on beDecember 10, ~~immediately~~2014, ~~eligible~~remain ~~to trade~~ in ~~the “Pink Sheets~~effect.” The ~~Company’s common~~foregoing ~~stock~~summary ~~may~~is ~~become~~qualified ~~eligible~~in ifits aentirety ~~market~~by ~~maker~~reference ~~makes~~to anthe ~~application~~Agency toAgreement, ~~register~~which is inattached ~~and~~hereto ~~quote~~as ~~such~~Exhibit ~~securities~~10.1 and ~~such~~is ~~application~~incorporated isherein ~~cleared~~by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Agency Agreement, dated December 22, 2014, by and between the Company and a joint venture of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC

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.

dELiA*s, Inc.

(Registrant)

Date: December 15, 2014

/s/ Ryan A. Schreiber

Date: January 2, 2015

/s/ Ryan A. Schreiber

Ryan A. Schreiber

President, General Counsel and Secretary

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