false 0001668010 0001668010 2024-11-05 2024-11-05 0001668010 DBGI:CommonStockParValue0.0001Member 2024-11-05 2024-11-05 0001668010 DBGI:WarrantsEachExercisableToPurchaseOneShareOfCommonStockMember 2024-11-05 2024-11-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

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): November 5, 2024

 

DIGITAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40400   46-1942864

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

1400 Lavaca Street, Austin, TX 78701

(Address of principal executive offices) (Zip Code)

 

(209) 651-0172

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   DBGI   The Nasdaq Stock Market LLC
Warrants, each exercisable to purchase one share of Common Stock   DBGIW   The Nasdaq Stock Market LLC

 

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 8.01. Other Events.

 

As previously disclosed by Digital Brands Group, Inc., a Delaware corporation (the “Company”), on October 16, 2024, the Company became aware that the issuance by its transfer agent of 1,311,345 shares of the Company’s common stock to a certain note holder (the “Holder”) upon conversion of its promissory note originally issued by the Company on or around October 1, 2023 (the “Note”), was in error and not permitted under the terms of the Note due to Nasdaq Rule 56353(d). The Company then notified the Holder that 1,311,345 shares of the Company’s common stock must be returned to the Company’s transfer agent for cancellation. On November 5, 2024, the Holder facilitated the cancellation of 1,311,345 shares of the Company’s common stock in accordance with the Company’s remediation plan. Upon cancellation of 1,311,345 shares of the Company’s common stock by the Holder, the Company’s issued and outstanding common stock count as of November 5, 2024, was 28,982,218 shares.

 

 
 

 

SIGNATURES

 

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

 

  DIGITAL BRANDS GROUP, INC.
   
Dated: November 6, 2024 By: /s/ John Hilburn Davis IV
  Name: John Hilburn Davis IV
  Title: President and Chief Executive Officer

 

 

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Nov. 05, 2024
Document Type 8-K
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Document Period End Date Nov. 05, 2024
Entity File Number 001-40400
Entity Registrant Name DIGITAL BRANDS GROUP, INC.
Entity Central Index Key 0001668010
Entity Tax Identification Number 46-1942864
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1400 Lavaca Street
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78701
City Area Code (209)
Local Phone Number 651-0172
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.0001  
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol DBGI
Security Exchange Name NASDAQ
Warrants, each exercisable to purchase one share of Common Stock  
Title of 12(b) Security Warrants, each exercisable to purchase one share of Common Stock
Trading Symbol DBGIW
Security Exchange Name NASDAQ
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