8-K

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): September 19, 2023

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)

iMedia Brands, Inc.

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

On September 19, 2023, Legacy IMBDS, Inc. (formerly iMedia Brands, Inc.) filed with the Office of the Minnesota Secretary of State an Amendment to Articles of Incorporation to change the corporate name from iMedia Brands, Inc. to Legacy IMBDS, Inc., effective September 19, 2023, the (“Name Change”). A copy of the Amendment to Articles of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Amendment to Articles of Incorporation, as filed with the Secretary of the State of Minnesota
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: September 22, 2023	iMedia Brands, Inc.
	By:	/s/ James Alt
		James Alt
		Chief Transformation Officer

EX-3.1

Exhibit 3.1

5. This amendment has been approved pursuant to Minnesota Statutes, Chapter 302A or 317A. 6.I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in bothcapacities. I further certify that I have completed all required fields, and that the information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. I understand that by signing this document I am subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this document under oath. Office of the Minnesota Secretary of State Minnesota Business & Nonprofit Corporations Amendment to Articles of Incorporation Minnesota Statutes, Chapter 302A or 317A 3.This amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no laterthan 30 days after filing with the Secretary of State. Format: (mm/dd/yyyy) ARTICLE Signature of Authorized Person or Authorized Agent Date Email Address for Official Notices Enter an email address to which the Secretary of State can forward official notices required by law and other notices: Check here to have your email address excluded from requests for bulk data, to the extent allowed by Minnesota law. List a name and daytime phone number of a person who can be contacted about this form: Contact Name Phone Number Does this entity own, lease, or have any financial interest in agricultural land or land capable of being farmed? Yes No Read the instructions before completing this form. Filing Fee: $55 for expedited service in-person and online filings, $35 for mail Note: Information provided when filing a business entity is public data and may be viewable online. This includes but is not limited to all individual names and addresses. Entities that own, lease, or have any financial interest in agricultural land or land capable of being farmed must register with the MN Dept. of Agriculture's Corporate Farm Program. 4.The following amendment(s) to articles regulating the above corporation were adopted: (Insert full text of newly amended article(s) indicating which article(s) is (are) being amended or added.) If the full text of the amendment will not fit in the space provided, attach additional pages. 2.Corporate Name: (Required) List the name of the company prior to any desired name change 1.File Number:

XML

Cover	Sep. 19, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2023
Current Fiscal Year End Date	--01-29
Entity File Number	001-37495
Entity Registrant Name	Legacy IMBDS, Inc.
Entity Central Index Key	0000870826
Entity Tax Identification Number	41-1673770
Entity Incorporation, State or Country Code	MN
Entity Address, Address Line One	6740 Shady Oak Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344-3433
City Area Code	952
Local Phone Number	943-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	iMedia Brands, Inc.
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	IMBIQ
Security Exchange Name	NONE
8.50% Senior Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.50% Senior Notes due 2026
No Trading Symbol Flag	true
Security Exchange Name	NONE