Current Report Filing (8-k)
May 25 2017 - 5:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May
23, 2017
EVINE Live Inc.
(Exact name of registrant as specified in
its charter)
Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(Registrant’s telephone number, including
area code)
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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 standard provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 23, 2017,
EVINE Live Inc. (the “Company”) entered into Common Stock Purchase Agreements (the “Purchase
Agreements”) with certain investors, providing for the issuance and sale by the Company of 4,008,273 shares of the
Company’s common stock, par value $0.01 per share (the “Shares”), in a registered direct offering (the
“Offering”).
The Shares were
offered at a price of $1.12 per Share, except for Shares sold to certain officers and directors, who will pay $1.15 per Share. The
Company will receive gross proceeds from the Offering of approximately $4.5 million. The Company has not engaged
an underwriter or placement agent in connection with the Offering and therefore is not paying any underwriting discounts
or commissions. The Company intends to use the net proceeds from the Offering to fund general corporate purposes,
including working capital.
The closing of the
Offering is expected to occur on May 30, 2017, subject to the satisfaction of customary closing conditions contained in the Purchase
Agreements. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-203209),
filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2015. The Shares may be offered only by means
of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The legal opinion,
including the related consent, of Gray, Plant, Mooty, Mooty & Bennett, P.A. relating to the legality of the issuance and sale
of the Shares is filed hereto as Exhibit 5.1.
The foregoing is only
a summary of the material terms of the Purchase Agreements and does not purport to be a complete description of the rights and
obligations of the parties thereunder. The foregoing description is qualified in its entirety by reference to the form of Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report, and incorporated herein by reference.
On May 24, 2017, the
Company issued a press release in connection with the Offering. A copy of the press release is attached as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit Number
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Description
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5.1
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Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
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10.1
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Form of Common Stock Purchase Agreement, dated May 22, 2017
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23.1
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Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)
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99.1
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Press Release, dated May 24, 2017
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SIGNATURES
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
hereto duly authorized.
Date: May 24, 2017
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EVINE LIVE INC.
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By:
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/s/ Andrea M. Fike
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Andrea M. Fike,
General Counsel
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