CENTRIC BRANDS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-01: Form 8-K; Period of report 2016-11-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2016-11-14: Form 8-K; Period of report 2016-11-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2016-11-10: Form 8-K; Period of report 2016-11-07; Description 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2016-10-04: Form 8-K; Period of report 2016-10-04; Description 8.01 Other Events.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-01 | 8-K | 2016-11-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | dfbg-20161128x8k.htm |
| 2016-11-14 | 8-K | 2016-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2016, Differential Brands Group Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference regarding its financial statements to be included in its Quarterly Report on Form 10-Q for the period ended September 30, 2016 to be filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2016. | dfbg_currentfolio8k.htm |
| 2016-11-10 | 8-K | 2016-11-07 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On October 17, 2016, Differential Brands Group Inc. (“we,” “our,” “us,” or the “Company”) filed with the U.S. Securities Exchange Commission (the “SEC”) its definitive proxy statement for the Company’s 2016 annual meeting of stockholders held on November 7, 2016 (the “Annual Meeting”). | dfbg_currentfolio8k110.htm |
| 2016-10-04 | 8-K | 2016-10-04 | 8.01 Other Events | dfbg-20161004x8k.htm | |
| 2016-09-27 | 8-K/A | 2016-07-18 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of business acquired. | dfbg-20160718x8ka.htm |
| 2016-09-08 | 8-K | 2016-09-08 | 7.01 Regulation FD Disclosure | 7.01 During the month of September, members of senior management of Differential Brands Group Inc. (the “Company”) will be presenting to or conducting one-on-one meetings with investors and analysts about the Company at several financial conferences. | dfbg-20160908x8k.htm |
| 2016-08-16 | 8-K | 2016-08-10 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.02 On August 16, 2016, Differential Brands Group Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference regarding its financial statements to be included in its Quarterly Report on Form 10-Q for the period ended June 30, 2016 to be filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2016. 4.02 (a) On August 10, 2016, the board of directors (the “Board”) of the Company, in consultation with management, concluded that: (i) the Company’s previously issued unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2016 (the “Q1 2016 Financial Statements”), as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016 (the “Q1 2016 Form 10-Q”), should no longer be relied upon due to errors identified therein. | a16-16387_48k.htm |
| 2016-07-20 | 8-K | 2016-07-20 | 7.01 Regulation FD Disclosure | 7.01 During the month of July, members of senior management of Differential Brands Group Inc. (the “Company”) will be presenting to or conducting one-on-one meetings with investors and analysts about the Company. | a16-15149_18k.htm |
| 2016-07-19 | 8-K | 2016-07-18 | 1.01 Entry into 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; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 18, 2016, the Company completed the acquisition (the “Acquisition”) of all of the outstanding share capital of SWIMS AS, a Norwegian private limited company (aksjeselskap) registered with the Norwegian Register of Business Enterprises under registration number 988 225 266 and with registered address at Holtegata 26, 0355 Oslo, Norway (“SWIMS”), as contemplated by the Purchase Agreement, dated as of the same date (the “Purchase Agreement”), by and among the Company, DFBG Swims LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Buyer”), each shareholder of SWIMS signatory thereto and set forth in Exhibit A thereto (the “Sellers”), Øystein Alexander Eskeland and Atle Søvik, acting jointly as the representatives of the Sellers, and, for certain limited purposes, TCP Denim, LLC, a Delaware limited liability company, TCP RG, LLC, a Delaware limited liability company, and TCP RG II, LLC, a Delaware limited liability company, for aggregate consideration of approximately $12.3 million in cash, 702,943 shares of the Company’s common stock (the “Consideration Shares”), par value $0.10 per share (“Common Stock”), and warrants to purchase an aggregate of 150,000 shares of Common Stock with an exercise price of $5.47 per share (the “SWIMS Seller Warrants”). 2.03 To finance the Acquisition, the Company issued a convertible promissory note (the “Convertible Note”) in a principal amount of $13.0 million to Tengram Capital Partners Fund II, L.P., an affiliate of the Company (“Tengram”). 3.02 In connection with the financing of the Acquisition, the Company has issued a warrant (the “Tengram Warrant”) to Tengram for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share. 3.03 The disclosure under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On July 19, 2016, the Company issued a press release announcing completion of the acquisition of SWIMS, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. | a16-15151_18k.htm |
| 2016-07-08 | 8-K | 2016-07-06 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) The Board of Directors of Differential Brands Group Inc. (the “Company”) and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) recently completed a process to determine the audit firm that would serve as the Company’s independent registered public accounting firm for the year ending December 31, 2016. | a16-14631_18k.htm |
| 2016-05-25 | 8-K | 2016-05-25 | 7.01 Regulation FD Disclosure | 7.01 On May 25, 2016, Differential Brands Group Inc. (the “Company”) will participate in B. Riley & Co.’s 17th Annual Investor Conference in Hollywood, California. | a16-12066_18k.htm |
| 2016-05-16 | 8-K | 2016-05-12 | 2.02 Results of Operations and Financial Condition; 4.01 Changes in Registrant's Certifying Accountant | 2.02 On May 16, 2016, Differential Brands Group Inc. (the “Company” or “Differential”) issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference regarding its financial statements to be included in its Quarterly Report on Form 10-Q for the period ended March 31, 2016 to be filed with the Securities and Exchange Commission on May 16, 2016. 4.01 As previously reported, on January 28, 2016, the Company completed the acquisition (the “Merger”) of all of the outstanding equity interests of RG Parent LLC and its subsidiaries (“RG”), as contemplated by the Agreement and Plan of Merger, dated as of September 8, 2015, by and among RG, JJ Merger Sub, LLC and the Company. | a16-11358_18k.htm |
| 2016-03-30 | 8-K/A | 2016-01-28 | 8.01 Other Events | 8.01 Management’s Discussion and Analysis of Financial Condition and Results of Operations of RG for the year ended December 31, 2015 and December 31, 2014 is filed as Exhibit 99.3 hereto and is incorporated herein by reference. | a16-7510_18ka.htm |
| 2016-03-14 | 8-K | 2016-03-14 | 7.01 Regulation FD Disclosure | 7.01 On March 14, 2016, Differential Brands Group Inc. (the “Company”) will participate in the 28th Annual ROTH Conference in Dana Point, California. | a16-6260_18k.htm |
| 2016-02-03 | 8-K | 2016-01-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On January 28, 2016, the Company completed the previously disclosed sale of certain delayed transfer assets and liabilities related to the retail stores of the Joe’s Business, in accordance with the terms of the Operating Asset Purchase Agreement, as amended by the Amendment. | a16-3351_18k.htm |
| 2016-01-29 | 8-K | 2016-01-28 | 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; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 On January 28, 2016, in connection with the closing of the Credit Facilities (as defined below), the Company’s previously existing credit facility under the amended and restated credit agreement, dated as of September 11, 2015, among the Company, certain of its subsidiaries party thereto, The CIT Group/Commercial Services, Inc., as administrative and collateral agent, and the lenders and agents party thereto, was terminated and all outstanding obligations thereunder were repaid. 2.01 On January 28, 2016, the Company completed the acquisition of all of the outstanding equity interests of RG Parent LLC, a Delaware limited liability company (“RG”), as contemplated by the Agreement and Plan of Merger, dated as of September 8, 2015 (as amended and restated effective as of September 8, 2015, the “Merger Agreement”), by and among RG, JJ Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and the Company, for aggregate consideration of $81.0 million in cash (subject to adjustment to satisfy certain indebtedness of RG) and 8,870,968 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”) (after giving effect to the Reverse Stock Split (as defined below)). 2.03 On January 28, 2016 (the “Closing Date”), the Company and certain of its subsidiaries entered into (i) a new credit and security agreement (the “ABL Credit Agreement”) with Wells Fargo Bank, National Association, as lender, and (ii) a new credit and security agreement with TCW Asset Management Company, as agent, and the lenders party thereto (the “Term Credit Agreement”, and together with the ABL Credit Agreement, the “Credit Agreements”). 3.02 The disclosure under Item 2.01 of this Current Report on Form 8-K relating to (i) the Common Stock issued pursuant to the Rollover Agreement, (ii) the Common Stock issuable upon conversion of the Modified Convertible Notes, (iii) the Series A Preferred Stock sold pursuant to the Stock Purchase Agreement, and (iv) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock is incorporated herein by reference. 3.03 Information concerning amendments to the Company’s certificate of incorporation set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 (b) In connection with the consummation of the Merger, on January 28, 2016, Samuel J. Furrow resigned from his position as Interim Chief Executive Officer and Chairman of the Board of Directors, and each of Joanne Calabrese and Suhail R. Rizvi resigned as directors of the Company (the “Resignations”). 5.03 · the addition of a new Article Fourth to effect the Reverse Stock Split, which Reverse Stock Split did not change the par value or the amount of authorized shares of the Company’s Common Stock. | a16-1915_18k.htm |
| 2016-01-20 | 8-K | 2016-01-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the annual meeting of the Board of Directors on January 15, 2016, the Compensation and Stock Option Committee of the Board of Directors approved a cash bonus of $10,000 to Hamish Sandhu, Chief Financial Officer and approved a cash payment of $98,000 to each of the directors for their service in 2015. 5.07 On December 10, 2015, Joe’s Jeans Inc. (“we,” “our,” “us,” or the “Company”) filed a joint proxy and consent solicitation statement/prospectus with the Securities and Exchange Commission (“SEC”) relating to an annual meeting of our stockholders to be held on January 15, 2016. | a16-2036_18k.htm |