Item 1.01. Entry into a Material Definitive Agreement.

On October 7, 2021, Sequential Brands Group, Inc., a Delaware corporation (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with With You, Inc. ("Buyer"), pursuant to which Buyer will purchase all of the Company's 62.5% Membership Interests in With You LLC ("With You") for an aggregate cash purchase price of $65 million, subject to adjustment as set forth in the Purchase Agreement. With You holds the intellectual property assets and licenses used in the Jessica Simpson consumer brand business.

The closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, including approval from the U.S. bankruptcy court.

The Purchase Agreement contains representations, warranties and covenants of the Company and Buyer that are customary for transactions of this type.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d)  Exhibits.



Exhibit
Number   Description

  10.1     Membership Interest Purchase Agreement by and between Sequential
         Brands Group, Inc. and With You, Inc., dated October 7, 2021.

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