Blog: IMEDIA BRANDS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

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

Increase in the Size of the Board of Directors

On September 15, 2022, at a meeting of the board of directors (the “Board”) of
iMedia Brands, Inc. (“we,” “us,” “our,” or the “Company”), the Board voted to
expand the number of members on the Board to nine.

Election of Richard E. French Jr. to the Board

On September 15, 2022, the Board elected Richard E. French Jr. to the board for
a term expiring at our 2023 annual meeting of shareholders. Mr. French, age 81,
has served as the president and chief executive officer of RNN Media Group since
1997. Prior to starting RNN Media Group Mr. French was the chief executive
officer of SGI Graphics, a design and printing firm that produced annual and
quarterly reports for Fortune 100 clients.

On April 7, 2021, the Company entered into a network affiliation agreement
(“Affiliate Agreement”) for an initial term of three years with a two year
auto-renewal with WRNN-TV Associates Limited Partnership (“WRNN”), a member of
the RNN Media Group and affiliate of Mr. French. The Affiliate Agreement
provides for the Company to broadcast their 24/7 shopping programming on the
WRNN primary broadcast signal on certain major market stations from WRNN. The
Affiliate Agreement requires payments for the broadcast rights over the course
of the term from the Company to WRNN, to be payable on a monthly basis.
Additionally, if certain conditions are met in a given year, an additional
annual performance fee may be owed to WRNN.

On May 11, 2022, WRNN acquired 505,563 pre-funded warrants of the Company
exercisable at $0.0001 per share at the offering price of $3.0699 per pre-funded
warrant and warrants lasting five years to purchase 1,628,665 shares of the
Company’s common stock, exercisable at $2.94 per share in a registered direct
offering conducted by the Company. More information regarding the offering can
be found in Item 1.01 of our Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on May 13, 2022.

Mr. French will receive our standard compensation for non-employee directors,
with the cash compensation prorated to his appointment date, as described in our
proxy statement for the 2022 annual meeting of shareholders, which was filed
with the SEC on May 18, 2022. Each non-employee director receives $65,000 in a
cash retainer annually for service on our Board. In addition, our non-employee
directors receive a restricted stock unit award equal to $65,000 divided by the
closing price on the date of grant that vest immediately prior to the next
annual meeting of shareholders. These amounts will be prorated for the partial
year, resulting in an award of 50,108 restricted stock units. Additionally, the
restricted stock units are subject to the terms and conditions set forth in the
form of restricted stock unit award agreement approved for grants under the
plan, which was previously filed with the SEC.

Item 7.01 Regulation FD Disclosure

On September 21, 2022, we issued a press release in connection with Mr. French’s
appointment to the Board. Attached hereto as Exhibit 99.1 and incorporated
herein by reference, is a copy of the press release. In accordance with General
Instruction B.2 of Form 8-K, the information in this report under this heading,
including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934.

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 September 21, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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