UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~September~~October 298, 2021 (~~September~~October 237, 2021)

SEQUENTIAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37656		47-4452789
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1407 Broadway, 38^th Floor, New York, NY 10018

(Address of Principal Executive Offices/Zip Code)

(646) 564-2577

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	SQBG	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.

AsOn ~~previously~~October ~~reported~~7, ~~on August 31,~~ 2021, ~~Sequential Brands Group, Inc~~Mr. ~~(the “Company”) entered into an asset purchase agreement (the “Original APA”) with Centric Brands LLC (“Centric”)~~Aaron ~~for~~Hollander ~~the~~resigned ~~purchase of the Joe’s Jeans brand. On September 23, 2021,~~ as a ~~result~~director of ~~ongoing discussions and good faith negotiations,~~ the ~~Company~~board ~~and~~of ~~Centric~~directors ~~entered~~of ~~into~~Sequential anBrands ~~amended~~Group, ~~and~~Inc. ~~restated asset purchase agreement with respect to~~ (the “Company’s”). ~~sale~~During ofhis ~~the~~time ~~Joe’s~~with ~~Jeans brand to Centric (~~the ~~“A&R~~Company, ~~APA”)~~Mr. ~~The~~Hollander ~~A&R~~served ~~APA~~on ~~increased~~ the ~~purchase~~Audit ~~price~~Committee ~~to $45,000,000 in cash~~ (~~from $38~~Chairman),~~250,000~~ inCompensation ~~cash)~~Committee and ~~eliminated~~ the ~~earnout~~Nominating ~~payments~~and ~~that~~Governance ~~were contemplated by the Original APA~~Committee. The ~~A&R~~resignation ~~APA~~did ~~also~~not ~~eliminated the~~involve ~~break-up~~a ~~fee~~disagreement ~~that~~with ~~was contemplated by~~ the ~~Original~~Company ~~APA.~~on ~~The~~any ~~foregoing~~matter ~~description~~relating ofto ~~the~~its ~~A&R~~operations, ~~APA~~policies isor ~~not~~practices, ~~complete~~or ~~and is qualified~~any inperformance ~~its~~related ~~entirety~~issues. byThe ~~reference~~Company tothanks ~~the~~Mr. ~~A&R~~Hollander ~~APA,~~for ~~which~~his istime ~~attached hereto~~ as ~~Exhibit~~a ~~10.1~~director ~~and~~of ~~incorporated~~the ~~by reference herein~~Company.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number	Description
		Sequential Brands Group, Inc.
10.1	Amended and Restated Asset Purchase Agreement by and among Centric Brands LLC and Joe's Holdings LLC, dated September 23, 2021.
Date: October 8, 2021		By:	/s/ Lorraine DiSanto
		Name:	Lorraine DiSanto
		Title:	Chief Financial Officer

SIGNATURE

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

	Sequential Brands Group, Inc.
Date: September 29, 2021	By:	/s/ Lorraine DiSanto
	Name:	Lorraine DiSanto
	Title:	Chief Financial Officer

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