UNITED STATES
SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Stock Exchange Act of 1934

Report date (date of first reported event): March 9, 2022 (March 3, 2022)

SEQUENTIAL BRAND GROUP, INC.

(Exact name of the declarant as specified in its charter)

Delaware 001-37656 47-4452789

(state or other jurisdiction of incorporation)

(commission file number)

(IRS employer identification number)

105 E 34th St. #249, New York, NY 10016

(Address of main executive offices/postal code)

(646) 564-2577

(Telephone number of holder, including area code)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

¨

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

¨

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Any.

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing Emerging Business ¨

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Item 1.03. Bankruptcy or receivership.

Effectiveness of liquidation plan

As previously reported, on August 31, 2021, Sequential Brands Group, Inc. (“SQBG” or the “Company”) and certain of its affiliates (collectively with the Company, the “Debtors”) filed voluntary claims for relief under of Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Debtors’ Chapter 11 cases (collectively, the “Chapter 11 case”) are jointly administered as “In re Sequential Brands Group Inc., et al.”

On February 22, 2022, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the debtors’ liquidation plan (the “Plan”). A copy of the plan and confirmation order were filed on the company’s Form 8-K filed on February 25, 2022.

On March 3, 2022, the Plan became effective upon satisfaction or waiver of the conditions precedent set forth in the Plan. Following the entry into force of the Plan, the Company will be liquidated, which will result in the cancellation of all its ordinary shares and other participations and will not result in any distribution to the holders of these shares and participations. As part of the liquidation, SQBG plans to file a Form 15 with the Securities and Exchange Commission as soon as possible to terminate registration of its common stock. Thereafter, the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended, will terminate.

Section 3.03 Material Change in Rights of Securityholders.

The information set forth in Section 1.03 is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Holder has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Sequential Brand Group, Inc.

By: Drivetrain, LLC, as

liquidator trustee

Date: March 9, 2022

By:

/s/ Mark Rosenberg

Name:

Marc Rosenberg

Title:

Authorized signatory