Sequential Brands Group, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2021 (September 23, 2021)

SEQUENTIAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

1407 Broadway, 38^th Floor, New York, NY 10018

(Address of Principal Executive Offices/Zip Code)

(646) 564-2577

(Registrant’s telephone number, including area code) 

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:

Securities registered pursuant to Section 12(b) of the Act:

None.

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 1.01. Entry into a Material Definitive Agreement.

As previously reported, on August 31, 2021, Sequential Brands Group, Inc. (the “Company”) entered into an asset purchase agreement (the “Original APA”) with Centric Brands LLC (“Centric”) for the purchase of the Joe’s Jeans brand. On September 23, 2021, as a result of ongoing discussions and good faith negotiations, the Company and Centric entered into an amended and restated asset purchase agreement with respect to the Company’s sale of the Joe’s Jeans brand to Centric (the “A&R APA”). The A&R APA increased the purchase price to $45,000,000 in cash (from $38,250,000 in cash) and eliminated the earnout payments that were contemplated by the Original APA. The A&R APA also eliminated the break-up fee that was contemplated by the Original APA. The foregoing description of the A&R APA is not complete and is qualified in its entirety by reference to the A&R APA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.