About Legacy IMBDS

Legacy IMBDS, Inc. operates as an interactive media company. The company owns a global portfolio of entertainment, consumer brands and media commerce services businesses that cross promote and exchange data with each other to optimize the engagement experiences it creates for advertisers and consumers. The company’s growth strategy revolves around its ability to increase its expertise and scale using interactive video and first-party data to engage customers within multiple business models and multiple sales channels. Segments The company operates through three segments: Entertainment, Consumer Brands and Media Commerce Services. Entertainment segment This segment includes the company’s television networks, ShopHQ, ShopBulldogTV, ShopHQHealth, ShopJewelryHQ and 1-2-3.tv, which service homes throughout the United States, Puerto Rico, Germany and Austria. ShopHQ (www.shophq.com) is the company’s flagship, nationally distributed shopping entertainment network distributed in approximately 80 million United States and Puerto Rican homes that offers a mix of proprietary, exclusive, and name-brand merchandise in the categories of Jewelry and Watches, Home, Beauty and Health, and Fashion and Accessories, directly to consumers 24 hours a day, 365 days a year using engaging interactive video. ShopBulldogTV (www.shopbulldogtv.com), which was launched in 2019, is a niche television shopping entertainment network distributed in approximately 14 million United States homes that offers male-oriented products and services to men and to customers shopping for men. ShopHQHealth (www.shophqhealth.com), which was launched in 2020, is a nationally distributed niche television shopping entertainment network distributed in approximately 14 million United States homes that offers women and men products and services focused on health and wellness categories, such as physical, mental and spiritual health, financial and motivational wellness, weight management and telehealth medical services. ShopJewelryHQ (www.shopjewelryHQ.com), which was digitally launched in 2021 and will be securing distribution in United States television homes in 2022 is a niche television shopping entertainment network that offers jewelry products and services to men and to women. 1-2-3.tv (www.1-2-3.tv), which the company acquired in November 2021, is a German interactive media company distributed in approximately 40 million German and Austrian homes, disrupting Germany's TV retailing marketplace with its expertise in proprietary live and automated auctions that emotionally engage customers with 1-2-3.tv's balanced merchandising mix of compelling products shipped directly to their homes. Each entertainment network offers engaging, interactive video programming distributed primarily in linear television through cable and satellite distribution agreements, agreements with telecommunication companies and arrangements with over-the-air broadcast television stations. This interactive programming is also streamed live online on the respective network’s digital commerce platforms that sell products, which appear on the company’s television networks, as well as offer an extended assortment of online-only merchandise. These networks’ interactive video is also available on social platforms over-the-top (OTT) platforms and ConnectedTV platforms (CTV), such as Roku, AppleTV, and Samsung connected televisions, and mobile devices, including smartphones and tablets. Consumer Brands segment This segment includes Christopher & Banks (C&B), J.W. Hulme Company (JW), Cooking with Shaquille O’Neal (Shaq), OurGalleria.com and TheCloseout.com (TCO), which are primarily ecommerce within the United States. Christopher & Banks: The company’s flagship consumer brand is a brand that specializes in offering women’s value-priced apparel and accessories that cater to women of all sizes, from petite to missy to plus sizes. Its internally designed apparel and accessories provide customers with an exclusive experience. The company acquired the rights to the brand through a licensing agreement in partnership with a Hilco Global company in March 2021. C&B’s omni-channel business model includes digital advertising driven online revenue, five brick and mortar retail stores, direct-to-consumer catalogs and a growing wholesaling business driven primarily by C&B’s television programming on its entertainment networks. J.W. Hulme Company: JW is a brand offering men and women accessories made by craftswomen and craftsmen all over the world. The company acquired the brand in 2019. JW’s omni-channel business model includes two brick and mortar retail stores, direct-to-consumer catalogs, digital advertising driven online revenue and a growing wholesaling business driven primarily by JW’s television programming on the company’s entertainment networks. Cooking with Shaquille O’Neal: The company offers Shaq kitchen products and watches designed and curated by Shaquille O’Neal (Shaq) via its licensing agreement with Authentic Brands Group. Shaq’s omnichannel business model is driven by Shaq’s television programming on the company’s entertainment networks. OurGalleria.com and TheCloseout.com are online marketplaces with business models driven by their television programming on the company’s television networks. OurGalleria.com is a higher-end online marketplace for discounted merchandise, offering a shopping experience with a selection of flash sales and events. TheCloseout.com is a lower-end online marketplace for discounted merchandise, offering products at deeply discounted prices. The company obtained a controlling interest in TheCloseout.com (TCO) in 2021. Media Commerce Services segment This segment includes iMedia Digital Services (iMDS), Float Left (FL) and i3PL, which service homes throughout the United States and Canada. iMedia Digital Services: The company’s flagship media commerce service brand is iMDS, which is a digital advertising platform specializing in engaging shopping enthusiasts online and in OTT marketplaces. iMDS’s suite of services includes its Retail Media Exchange (RME) and value-added services (VAS). RME is an advertising auction platform for advertisers, digital publishers, supply-side-platforms (SSPs) and demand-side platforms (DSPs). VAS is a suite of services centered on offering managed and self-serve end-to-end, white-label digital platforms for domestic multichannel video programming distributors (MVPDs), internet service providers (ISPs), digital publishers and ecommerce brands. iMDS primarily includes Synacor, Inc.’s (Synacor’s) Portal and Advertising business, which the company acquired in July 2021. Float Left (FL): FL is an OTT Software as a Service (SaaS) app platform that offers media and consumer brands the digital tools they need to deliver engaging television experiences to their audiences within the OTT and ConnectedTV platforms (CTV) ecosystems. FL offers custom, natively built solutions for Roku, Fire TV, Apple TV, Web, iOS and Android Mobile, and various smart TVs. Its growth strategy is driven by its ability to integrate iMDS’s advertising operations within its OTT SaaS platform and continue to deliver sophisticated end-to-end OTT apps. The company acquired FL in 2019. i3PL offers end-to-end, white label, managed services specializing in ecommerce customer experience and fulfillment services through its Bowling Green distribution center. i3PL’s business model is driven primarily by providing these services to vendors, clients and customers within the company’s entertainment and consumer brands segments. Growth Strategy The company’s growth strategy is driven by the continued growth of its entertainment brands and consumer brands that are designed to increasingly create national promotional platforms and first-party shopping enthusiast data that will enable it to build truly differentiated and scaled media commerce services offerings that exceed customers’ expectations and provide advertisers compelling conversion and reach opportunities for their products and services. 1-2-3.tv Group Acquisition In November 2021, the company acquired all of the issued and outstanding equity interests of 1-2-3.tv Invest GmbH and 1-2-3.tv Holding GmbH (collectively with their direct and indirect subsidiaries, the ‘1-2-3.tv Group’) from Emotion Invest GmbH & Co. KG, BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft and Iris Capital Fund II (collectively, the ‘Sellers’) pursuant to a Sale and Purchase Agreement, dated September 22, 2021. Regulation The Federal Communications Commission (FCC) regulates the terms of cable programming networks that are distributed by satellite, as the company is. Since the company’s acquisition of 1-2-3.tv Group, which primarily serves consumers in the European Union (EU), a portion of its business activities are also subject to data privacy and security requirements under EU laws, such as the General Data Protection Regulation and German Data Protection Authorities’ guidance. There are a number of U.S. federal and state laws that limit the company’s ability to pursue certain direct marketing activities, including the Telephone Consumer Protection Act, and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN-SPAM Act) and similar laws enacted in various U.S. states. Since the company’s acquisition of 1-2-3.tv Group, which primarily serves consumers in the EU, a portion of its business activities are also subject to direct marketing requirements and restrictions under EU laws, such as the General Data Protection Regulation (GDPR), German Data Protection Authorities’ guidance, and German national laws, such as the Telemedia Act. Some examples of the affects the manner in which the company sells and promotes merchandise or otherwise operate its businesses include, but are not limited to, the following: The Food and Drug Administration’s regulations regarding marketing claims that can be made about cosmetic beauty products and over-the-counter drugs, which include products for treating acne or medical products, and claims that can be made about food products and dietary supplements; The Federal Trade Commission’s regulations requiring that marketing claims across all product and service categories are truthful, not misleading, and substantiated, as well as its related regulations requiring disclosures concerning the seller’s material connections with or compensation to endorsers and influencers; and Regulations related to product safety issues and product recalls, including, but not limited to, the Consumer Product Safety Act, the Consumer Product Safety Improvement Act of 2008, the Federal Hazardous Substance Act, the Flammable Fabrics Act and regulations promulgated pursuant to these acts. Competition ShopHQ’s direct competitors within the television shopping industry include QVC, Inc. and HSN, Inc., which are owned by Qurate Retail Inc. C&B is a direct competitor with leading omnichannel women’s apparel brands, such as Talbots and Chicos. The company competes with companies, such as Shopify, News Corp, Amazon and Roku. History The company, a Minnesota corporation, was founded in 1990. It was incorporated in 1990. The company was formerly known as ValueVision Media, Inc. and changed its name to EVINE Live Inc. in 2014. Further, the company changed its name to iMedia Brands, Inc. in 2019 and then to Legacy IMBDS, Inc. in September 2023.