Item 7.01 Regulation FD Disclosure.
As previously announced, on June 14, 2016,
the Company and each of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy
Court”).
On September 11, 2018, the Bankruptcy Court
entered an order (the “Order”) regarding the hearing (the “Hearing”) that occurred on August 30, 2018 to
consider the Debtors’ motion to approve competitive bidding procedures and asset purchase agreement for the sale of substantially
all of the Debtors’ assets, and the adequacy of disclosure statements associated with chapter 11 plans proposed by the Official
Committee of Equity Security Holders and the Official Committee of Unsecured Creditors.
At the Hearing, the Debtors announced that
the stalking horse purchaser under the Debtors’ proposed asset purchase agreement for the sale of substantially all of the
Debtors’ assets would increase the purchase price from $17.5 million to $19.5 million, the limit on the amount of the stalking
horse purchaser’s breakup fee and expense reimbursement would be increased from $1 million to $1.5 million, and that the
Debtors’ primary unsecured creditor, 417 Fifth Ave. Real Estate, LLC, would support the sale and oppose the disclosure statements
and accompanying chapter 11 plans filed by the Official Committee of Equity Security Holders and the Official Committee of Unsecured
Creditors.
The Order approved in part the Debtors’
competitive bidding procedures and asset purchase agreement for the sale of substantially all of the Debtors’ assets and
allowed the Debtors to submit new bidding procedures that correspond to a proposed sale hearing on October 18, 2018 at 10:00 am.
The Order did not approve the disclosure statement
proposed by the Official Committee of Equity Security Holders and held in abeyance the disclosure statement proposed by the Official
Committee of Unsecured Creditors.
The foregoing description of the Order does
not purport to be complete and is qualified in its entirety by reference to the Order, a copy of which is filed hereto as Exhibit
99.1.
The information set forth in this Item 7.01
of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the
date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific
reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as
to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Exchange Act Reports
The Company has suspended the filing of its
regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company,
however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under
cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.
Additional Information Regarding the Chapter 11 Filing
Information about the Chapter 11 process,
as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related
to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders of Premier Exhibitions,
Inc. at http://www.jndla.com/cases/premiercommittee, docket numbers 1025-1027 and 1030 - 1034. Information contained on, or that
can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.