Sec Form 13D Filing - Invicta Media Investments LLC filing for iMedia Brands Inc. (IMBI) - 2020-09-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

iMedia Brands, Inc.

Common Stock, par value $0.01 per share

300487105

(202) 457-6000

August 28, 2020

CUSIP No. 300487105

SCHEDULE 13D/A

1

Name of Reporting Persons
Invicta Media Investments, LLC

2

Check the Appropriate Box if a Member of a Group

(a)

 ☒

(b)

 ☐

3

SEC Use Only

4

Source of Funds
WC

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     ☐

6

Citizenship or Place of Organization
Florida

7

Sole Voting Power
- 0 -

8

Shared Voting Power
1,390,394 (1)

9

Sole Dispositive Power
- 0 -

10

Shared Dispositive Power
1,390,394 (1)

11

Aggregate Amount Beneficially Owned by Each Person
1,390,394 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

13

Percent of Class Represented by Amount in Row (11)
10.682% (2)

14

Type of Reporting Person
OO

(1)

Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (ii) 693,370 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); (iii) 256,000 shares of Common Stock purchased pursuant to the August 2020 Public Offering (as defined below) and (iv) 41,024 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 252,656 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

(2)

The percent of class is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer after the August 2020 Public Offering (as defined below). See Item 5(a) below for additional information.

CUSIP No. 300487105

SCHEDULE 13D/A

 /

1

Name of Reporting Persons
Invicta Watch Company of America, Inc.

2

Check the Appropriate Box if a Member of a Group

(a)

 ☒

(b)

 ☐

3

SEC Use Only

4

Source of Funds
WC

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     ☐

6

Citizenship or Place of Organization
Florida

7

Sole Voting Power
- 0 -

8

Shared Voting Power
1,390,394 (1)

9

Sole Dispositive Power
- 0 -

10

Shared Dispositive Power
1,390,394 (1)

11

Aggregate Amount Beneficially Owned by Each Person
1,390,394 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

13

Percent of Class Represented by Amount in Row (11)
10.682% (2)

14

Type of Reporting Person
CO

(1)

Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (ii) 693,370 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); (iii) 256,000 shares of Common Stock purchased pursuant to the August 2020 Public Offering (as defined below) and (iv) 41,024 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 252,656 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

(2)

The percent of class is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer after the August 2020 Public Offering (as defined below). See Item 5(a) below for additional information.

CUSIP No. 300487105

SCHEDULE 13D/A

1

Name of Reporting Persons
Eyal Lalo

2

Check the Appropriate Box if a Member of a Group

(a)

 ☒

(b)

 ☐

3

SEC Use Only

4

Source of Funds
OO

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     ☐

6

Citizenship or Place of Organization
United States

7

Sole Voting Power
9,601 (1)

8

Shared Voting Power
1,390,394 (2)

9

Sole Dispositive Power
9,601 (1)

10

Shared Dispositive Power
1,390,394 (2)

11

Aggregate Amount Beneficially Owned by Each Person
1,399,995 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

13

Percent of Class Represented by Amount in Row (11)
10.755% (3)

14

Type of Reporting Person
IN

(1)

Consists of 2,043 restricted stock units awarded on May 2, 2019 and 7,558 restricted stock units awarded on July 12, 2019 (with such amounts giving effect to the Issuer’s 10-for-1 reverse stock split on December 11, 2019). The grant of 2,043 restricted stock units awarded on May 2, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2019 annual meeting, and the grant of 7,558 restricted stock units awarded on July 12, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2020 annual meeting.

(2)

Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (ii) 693,370 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); (iii) 256,000 shares of Common Stock purchased pursuant to the August 2020 Public Offering (as defined below) and (iv) 41,024 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 252,656 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

(3)

The percent of class is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer after the August 2020 Public Offering (as defined below). See Item 5(a) below for additional information.

CUSIP No. 300487105

SCHEDULE 13D/A

1

Name of Reporting Persons
Michael Friedman

2

Check the Appropriate Box if a Member of a Group

(a)

 ☒

(b)

 ☐

3

SEC Use Only

4

Source of Funds
PF

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     ☐

6

Citizenship or Place of Organization
United States

7

Sole Voting Power
9,601 (1)

8

Shared Voting Power
977,022 (2)

9

Sole Dispositive Power
9,601 (1)

10

Shared Dispositive Power
977,022 (2)

11

Aggregate Amount Beneficially Owned by Each Person
986,623

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

13

Percent of Class Represented by Amount in Row (11)
7.580% (3)

14

Type of Reporting Person
IN

(1)

Consists of 2,043 restricted stock units awarded on May 2, 2019 and 7,558 restricted stock units awarded on July 12, 2019 (with such amounts giving effect to the Issuer’s 10-for-1 reverse stock split on December 11, 2019). The grant of 2,043 restricted stock units awarded on May 2, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2019 annual meeting, and the grant of 7,558 restricted stock units awarded on July 12, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2020 annual meeting.

(2)

Consists of: (i) 70,000 shares owned by the Friedmans prior to entering into the May 2019 Purchase Agreement (as defined below); (ii) 180,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (iii) 653,348 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); and (iv) 73,674 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 84,218 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

(3)

The percent of class is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer after the August 2020 Public Offering (as defined below). See Item 5(a) below for additional information.

CUSIP No. 300487105

SCHEDULE 13D/A

1

Name of Reporting Persons
Leah Friedman

2

Check the Appropriate Box if a Member of a Group

(a)

 ☒

(b)

 ☐

3

SEC Use Only

4

Source of Funds
PF

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     ☐

6

Citizenship or Place of Organization
United States

7

Sole Voting Power
- 0 -

8

Shared Voting Power
977,022 (1)

9

Sole Dispositive Power
- 0 -

10

Shared Dispositive Power
977,022 (1)

11

Aggregate Amount Beneficially Owned by Each Person
977,022 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

13

Percent of Class Represented by Amount in Row (11)
7.506% (2)

14

Type of Reporting Person
IN

(1)

Consists of: (i) 70,000 shares owned by the Friedmans prior to entering into the May 2019 Purchase Agreement (as defined below); (ii) 180,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (iii) 653,348 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below) and (iv) 73,674 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 84,218 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement. 

(2)

The percent of class is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer after the August 2020 Public Offering (as defined below). See Item 5(a) below for additional information.

CUSIP No. 300487105

SCHEDULE 13D/A

CUSIP No. 300487105

SCHEDULE 13D/A

 /

(b)

The principal business address of Invicta Media, Invicta Watch and Mr. Lalo is 3069 Taft Street, Hollywood, FL 33021.

The Friedmans reside at 1134 E. 23rd Street, Brooklyn, NY 11210.

(c)

The principal business of Invicta Media is to invest in interactive video and digital commerce companies that offer merchandise directly to consumers via television, online and mobile devices. The principal business of Invicta Watch is the design and manufacture of Invicta watches and watch accessories. Mr. Lalo’s principal occupation is Chief Executive Officer of Invicta Watch.

The Friedmans are the owners of Sterling Time, LLC, which is the exclusive distributor of Invicta watches and Invicta watch accessories for television home shopping.

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each of the individuals named in this Item 2 is a citizen of the United States.

CUSIP No. 300487105

SCHEDULE 13D/A

a.

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

b.

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

c.

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

d.

any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

e.

any material change in the present capitalization or dividend policy of the Issuer;

f.

any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

g.

changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

h.

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

i.

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4 ) of the Act; or

j.

any action similar to any of those enumerated above.

CUSIP No. 300487105

SCHEDULE 13D/A

(1)

As part of the August 2020 Public Offering, Invicta Media purchased 256,000 shares of common stock. The Friedmans did not participate in the August 2020 Public Offering.

(2)

Pursuant to the April 2020 Purchase Agreement, the Purchasing Group Members purchased an aggregate of 1,346,718 shares of Common Stock, 114,698 warrants (“Fully-Paid Warrants”) and 734,394 warrants (“Coverage Warrants”) with Invicta Media and the Freidmans purchasing 693,370 and 653,348 shares of Common Stock, respectively, Fully-Paid Warrants exercisable for 41,024 and 73,674 shares of Common Stock, respectively, and each purchasing Coverage Warrants exercisable for 367,196 shares of Common Stock, as indicated in the above table.

(3)

Pursuant to the terms of the April 2020 Purchase Agreement, the Purchasing Group Members may not acquire shares of Common Stock if those shares of Common Stock would make the Purchasing Group Members’ aggregate ownership greater than 19.999% (the “Blocker Limitation”). Pursuant to the Blocker Limitation, the Purchasing Group Members were issued the Fully-Paid Warrants with an exercise price of $0.001 per share, a ten-year term and were exercisable upon issuance.

(4)

The Coverage Warrants issued pursuant to the April 2020 Purchase Agreement have an exercise price of $2.66 per share, a five-year term and are exercisable on the six month and one day anniversary of the issuance of such Coverage Warrant.

(5)

The warrants issued under the May 2019 Purchase Agreement have an exercise price of $15.00 per share, a five-year term and are currently exercisable.

(6)

Both Mr. Lalo and Mr. Friedman were granted 2,043 restricted stock units on May 2, 2019 and 7,558 restricted stock units on July 12, 2019 (with such amounts giving effect to the Issuer’s 10-for-1 reverse stock split on December 11, 2019). The grant of 2,043 restricted stock units on May 2, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2019 annual meeting, and the grant of 7,558 restricted stock units on July 12, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2020 annual meeting.

CUSIP No. 300487105

SCHEDULE 13D/A

(1)

Since the Blocker Limitation would prohibit the Reporting Persons from exercising warrants that would cause their combined beneficial ownership from exceeding 19.999% and the exercise of a nominal amount of currently held warrants would cause the Reporting Persons to reach the Blocker Limitation, this table excludes all warrants held by the Reporting Persons.

(2)

The percentage of the Common Stock beneficially owned is based on 13,016,660 shares of Common Stock outstanding, as provided by the Issuer. 

(3)

Consists of: (i) 400,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (ii) 693,370 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); (iii) 256,000 shares of Common Stock purchased pursuant to the August 2020 Public Offering (as defined below) and (iv) 41,024 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants.

This amount excludes: (i) 252,656 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

(4)

Consists of 2,043 restricted stock units awarded on May 2, 2019 and 7,558 restricted stock units awarded on July 12, 2019 (with such amounts giving effect to the Issuer’s 10-for-1 reverse stock split on December 11, 2019). The grant of 2,043 restricted stock units on May 2, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2019 annual meeting, and the grant of 7,558 restricted stock units on July 12, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2020 annual meeting.

(5)

Consists of 2,043 restricted stock units on May 2, 2019 and 7,558 restricted stock units on July 12, 2019 (with such amounts giving effect to the Issuer’s 10-for-1 reverse stock split on December 11, 2019). The grant of 2,043 restricted stock units on May 2, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2019 annual meeting, and the grant of 7,558 restricted stock units on July 12, 2019 fully vested on the date immediately preceding the date of the Issuer’s 2020 annual meeting.

(6)

Consists of: (i) 70,000 shares owned by the Friedmans prior to entering into the May 2019 Purchase Agreement (as defined below); (ii) 180,000 shares of Common Stock purchased pursuant to the May 2019 Purchase Agreement (as defined below); (iii) 653,348 shares of Common Stock purchased pursuant to the April 2020 Purchase Agreement (as defined below); and (iv) 73,674 shares of Common Stock issued pursuant to the exercise of Fully-Paid Warrants

This amount excludes: (i) 84,218 warrants issued pursuant to the May 2019 Purchase Agreement; and (ii) 367,196 warrants issued pursuant to the April 2020 Purchase Agreement.

CUSIP No. 300487105

SCHEDULE 13D/A

(b)

The information contained on the cover page(s) of this Schedule 13D/A for the beneficial ownership of the Reporting Persons is incorporated herein by reference.

Invicta Watch, as the sole member of Invicta Media, and Mr. Lalo, as the controlling shareholder of Invicta Watch and the sole Manager of Invicta Media, may each be deemed to share the power to vote or direct the voting of and the power to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by Invicta Media.  Invicta Watch and Mr. Lalo each disclaim beneficial ownership of the securities held by Invicta Media except to the extent of their respective pecuniary interests therein.

As joint owners of 901,444 shares of Common Stock, the Friedmans are deemed to share the power to vote or direct the voting of and share the power to dispose or direct the disposition of such shares.

(c)

Not Applicable.

(d)

No person, other than the applicable Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by such Reporting Person.

(e)

Not applicable.

Exhibit 99.1

Common Stock and Warrant Purchase Agreement, dated May 2, 2019, by and among the Issuer, the Purchasing Group Members and the other party named therein (incorporated herein by reference to Exhibit 99.1 of the Amendment No. 1 to the Initial Schedule 13D filed with the Securities and Exchange Commission on April 24, 2020 (File No. 005-417757)).

Exhibit 99.2

Common Stock and Warrant Purchase Agreement, dated May 2, 2019, by and among the Issuer, the Purchasing Group Members and the other party named therein (incorporated herein by reference to Exhibit 99.2 of the Amendment No. 1 to the Initial Schedule 13D filed with the Securities and Exchange Commission on April 24, 2020 (File No. 005-417757)).

Exhibit 99.3

Joint Filing Agreement (incorporated herein by reference to Exhibit 99.2 of the Initial Schedule 13D filed with the Securities and Exchange Commission on May 10, 2019 (File No. 005-417757)).

CUSIP No. 300487105

SCHEDULE 13D/A

Invicta Media Investments, LLC

By:

/s/ Eyal Lalo

Name:

Eyal Lalo

Title:

Manager

Invicta Watch Company of America, Inc.

By:

/s/ Eyal Lalo

Name:

Eyal Lalo

Title:

Chief Executive Officer

Eyal Lalo

 /s/ Eyal Lalo

Michael Friedman

 /s/ Michael Friedman

Leah Friedman

 /s/ Leah Friedman