CENTRIC BRANDS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-30: Form 8-K; Period of report 2015-12-29; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2015-12-01: Form 8-K; Period of report 2015-11-24; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 3.01.
- 2015-11-03: Form 8-K; Period of report 2015-11-03; Description 8.01 Other Events; Details 8.01.
- 2015-09-17: Form 8-K; Period of report 2015-09-11; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-30 | 8-K | 2015-12-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The descriptions of the A&R Revolving Credit Agreement and Amendment No. 1 set forth above in Item 1.01 of this Current Report on Form 8-K and in the Company’s Current Report on Form 8-K filed on September 17, 2015 are incorporated herein by reference. | a15-25660_18k.htm |
| 2015-12-01 | 8-K | 2015-11-24 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 As previously disclosed, Joe’s Jeans Inc., a Delaware corporation (the “Company”), received a letter from the Staff (“Staff”) of The Nasdaq Stock Market (“Nasdaq”) on November 24, 2014, notifying the Company of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive trading days for the Company’s common stock as required by Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). 8.01 A copy of the press release issued by the Company on December 1, 2015 relating to the information described under Item 3.01 of this Current Report on Form 8-K is filed herewith as Exhibit 99.1 and incorporated herein by reference. | a15-24301_18k.htm |
| 2015-11-03 | 8-K | 2015-11-03 | 8.01 Other Events | 8.01 Joe's Jeans Inc. (the "Company"), a Delaware corporation, is filing this Current Report on Form 8-K to retrospectively reclassify the presentation of its consolidated financial statements that were initially filed with the Securities and Exchange Commission ("SEC") on February 13, 2015 in the Company's Annual Report on Form 10-K for the year ended November 30, 2014 (the "Annual Report") to reflect its Joe's® brand, which historically has been reported as part of the Company's Wholesale and Retail segments, as a discontinued operation, held for sale as of August 31, 2015. | a2226390z8-k.htm |
| 2015-09-17 | 8-K | 2015-09-11 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 1.02 A portion of the proceeds of the Asset Sale (as defined below) were used to repay all of the Company’s indebtedness outstanding under the Term Loan Credit Agreement, dated September 30, 2013 (the “Term Loan Credit Agreement”), with Garrison Loan Agency Services LLC (“Garrison”), as administrative agent, collateral agent, lead arranger, documentation agent and syndication agent, and the lenders party thereto. 2.01 On September 11, 2015, the Company completed the previously disclosed sale (the “Asset Sale”) of (i) certain of its intellectual property assets used or held for use in the Company’s business operated under the brand names “Joe’s Jeans,” “Joe’s,” “Joe’s JD” and “else” (the “Joe’s Business”) for an aggregate purchase price of $67 million, pursuant to the Asset Purchase Agreement, dated September 8, 2015 (the “IP Asset Purchase Agreement”), by and among the Company, Joe’s Holdings LLC, a Delaware limited liability company, and solely for the purposes of its related guarantee, Sequential Brands Group, Inc., a Delaware corporation, and (ii) among other things, certain inventory and other assets and liabilities related to the Joe’s Business for an aggregate purchase price of $13 million, pursuant to the Asset Purchase Agreement, dated September 8, 2015 (the “Operating Asset Purchase Agreement”), by and between the Company and GBG USA Inc., a Delaware corporation (“GBG”). 2.03 In connection with the Asset Sale, on September 11, 2015, Hudson Clothing, LLC, a wholly-owned subsidiary of the Company (“Hudson” or the “Borrower”), as “Administrative Borrower”, and the Company, and certain of the Company’s subsidiaries party thereto, as “Guarantors”, entered into the Amended and Restated Revolving Credit Agreement (the “A&R Revolving Credit Agreement”) with The CIT Group/Commercial Services, Inc., as administrative agent and collateral agent (“CIT”), and the lenders party thereto. 5.02 As previously disclosed, in connection with the closing of the Operating Asset Purchase Agreement on September 11, 2015, Mr. Joseph M. Dahan resigned as Creative Director and Director of the Company pursuant to the Separation Agreement and Mutual Limited Release, dated as of September 8, 2015, between Mr. Dahan and the Company (the “Separation Agreement and Mutual Limited Release”). | a15-19727_18k.htm |
| 2015-09-09 | 8-K | 2015-09-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the Common Stock issuable pursuant to the Rollover Agreement, the Common Stock issuable upon conversion of the Modified Convertible Notes, the Series A Preferred Stock to be sold pursuant to the Stock Purchase Agreement and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and under Item 5.02 of this Current Report on Form 8-K relating to the Restricted Stock Award and Performance Shares is incorporated herein by reference. 5.02 In connection with the Asset Sale, the Company has entered into a Separation Agreement and Mutual Limited Release, dated as of September 8, 2015 (the “Separation Agreement”), with Mr. Dahan, pursuant to which Mr. Dahan will resign as a member of the Board and as Creative Director of the Company, effective as of the closing date of the Operating Asset Purchase Agreement. 8.01 On September 8, 2015, the Company issued a press release announcing the Merger Transactions. | a15-19064_18k.htm |
| 2015-07-29 | 8-K | 2015-07-23 | 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.02 On July 23, 2015, Joe’s Jeans Inc. and its subsidiaries (collectively, the “Company”) received an additional Notice of Default and Reservation of Rights Letter (the “Garrison Letter”) from Garrison Loan Agency Services LLC, as term loan agent (“Garrison”), under the Forbearance Agreement, dated as of June 26, 2015 (the “Garrison Forbearance Agreement”) and the Term Loan Credit Agreement, entered into on September 30, 2013 (the “Term Loan Credit Agreement”). 2.04 The disclosure under Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference. | a15-16505_18k.htm |
| 2015-07-08 | 8-K | 2015-07-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 (e) On July 2, 2015, Joe’s Jeans Inc. (the “Company”) entered into an Employment Agreement with Hamish Sandhu, 52, as Chief Financial Officer of the Company (the “Employment Agreement”). 5.03 On July 6, 2015, the board of directors of the Company approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which amend and restate the provisions of the Company’s existing bylaws in their entirety. | a15-15338_18k.htm |
| 2015-07-01 | 8-K | 2015-06-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The descriptions of the CIT Forbearance Agreement and Garrison Forbearance Agreement set forth above in Item 1.01 of this Current Report on Form 8-K and the descriptions of the Revolving Credit Agreement, Amendment No. 1 thereto, Amendment No. 2 thereto, and the Term Loan Credit Agreement in the Company’s Current Reports on Form 8-K filed on October 4, 2013, December 23, 2013 and April 29, 2015 are also incorporated herein by reference. | a15-15030_18k.htm |
| 2015-06-04 | 8-K | 2015-05-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, Joe’s Jeans Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) on November 24, 2014, notifying it of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive trading days for its common stock as required by Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). | a51117159.htm |
| 2015-04-29 | 8-K | 2015-04-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The descriptions of the Revolving Credit Agreement and the Amendment set forth above in Item 1.01 of this Current Report on Form 8-K and in the Company’s Current Report on Form 8-K filed on October 4, 2013, are incorporated herein by reference. | a51090342.htm |
| 2015-02-23 | 8-K | 2015-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 17, 2015, Mr. Peter Kim delivered a letter to Joe’s Jeans Inc. (the “Company”) in which Mr. Kim informed the Board of Directors of the Company (the “Board”) that he was tendering his resignation as a member of the Board effective immediately. | a51045189.htm |
| 2015-02-13 | 8-K | 2015-02-10 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.04 On February 10, 2015, Joe’s Jeans Inc. and its subsidiaries (collectively, the “Company”) received an additional notice of defaults and events of default, reservation of rights and demand for payment of default interest (the “Letter”) from Garrison Loan Agency Service LLC, as term loan agent (the “Agent”), under the term loan credit agreement entered into on September 30, 2013. | a15-4409_18k.htm |
| 2015-01-23 | 8-K | 2015-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 19, 2015, the Board of Directors (the “Board”) of Joe’s Jeans Inc. (the “Company”) accepted the resignation of its President and Chief Executive Officer, Marc. | a15-2996_18k.htm |