| Item 4.01 | Changes in Registrant's Certifying Accountant |
| (a) | Dismissal of Independent Registered Public Accountant |
As of August 8, 2022, the
Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of iMedia Brands, Inc. (the “Company”)
approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company's independent registered public accounting
firm, effective immediately.
The reports of Deloitte on
the Company’s consolidated financial statements for the fiscal years ended January 29, 2022 and January 30, 2021 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended
January 29, 2022 and January 30, 2021 and the subsequent interim period through August 8, 2022, the date of Deloitte’s dismissal,
(i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between
the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference to the subject matter of the disagreements
in its reports on the Company’s consolidated financial statements for such years, and (ii) there were no reportable events of the
type described in Item 304(a)(1)(v) of Regulation S-K, except that, as reported in Part I, Item 4 of the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended April 30, 2022 (the “Q1 2022 10-Q”) and as reported in Part II, Item 9A of the
Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 (the “FY 2021 10-K”), the Company reported
material weaknesses in its internal controls over financial reporting during such periods. As disclosed in the Q1 2022 10-Q and the FY
2021 10-K, the Company concluded that material weaknesses existed because the Company had deficiencies in the control environment, risk
assessment, control activities, information and communication, and monitoring components of the Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) that
constituted material weaknesses, either individually or in the aggregate, as described in Part II, Item 9A of the FY 2021 10-K. The Committee
discussed the subject matter of the reportable event described above with Deloitte. The Audit Committee authorized Deloitte to respond
fully to inquiries of the successor accountant (described below) concerning the reportable event.
The Company has provided Deloitte
with a copy of this Form 8-K and requested that Deloitte provide the Company with a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the above disclosures. A copy of Deloitte's letter, dated August 8, 2022, is attached as Exhibit
16.1 to this Form 8-K.
| (b) | Newly Appointed Independent Registered Public Accountant |
On August 8, 2022, the Audit
Committee approved the appointment of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting
firm to perform independent audit services, effective immediately. The selection of BDO as the Company's independent registered accounting
firm was recommended by the Company's Audit Committee and approved by the Board.
During the Company’s
fiscal years ended January 29, 2022 and January 30, 2021 and in the subsequent interim period through August 8, 2022, neither the Company
nor anyone on its behalf consulted with BDO regarding either: (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and neither a written report was provided to the Company nor oral advice was provided to the Company that BDO concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v),
respectively.