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CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
Between October 3, 2024 and October 15, 2024, Digital Brands Group, Inc., a Delaware corporation (the “Company”), issued 1,311,345 shares of the Company’s common stock (the “Shares”) to a certain note holder upon conversion of a portion of their promissory note originally issued by the Company on or around October 1, 2023 (the “Note”). Following such issuances, as of October 16, 2024, the Company’s issued and outstanding common stock count was 9,415,783 shares. On October 16, 2024, the Company became aware that the issuance of the Shares was in error and not permitted under the terms of the Note due to the requirement thereunder that stockholder approval be obtained prior to the issuance of more than 19.9% of the Company’s pre-transaction shares outstanding upon conversion(s) of the Note, as referenced and specifically required under Nasdaq Listing Rule 5635(d). The Company then notified the note holder that the Shares must be returned to the Company’s transfer agent for cancellation. Accordingly, the note holder is in the process of returning the Shares to the Company’s transfer agent for cancellation. Upon cancellation of the Shares, the Company’s issued and outstanding common stock count will be approximately 8,104,438 shares. The Company is in communications with The Nasdaq Stock Market LLC regarding the aforementioned erroneous issuance of the Shares and subsequent remediation actions.
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: October 21, 2024 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |