UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On May 3, 2024, the Company issued a press release announcing its entry into a definitive agreement for the immediate exercise in cash of certain outstanding warrants to purchase an aggregate of 1,027,750 shares of the Company’s common stock at a reduced exercise price of $3.13 per share. The shares of Common Stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (File No. 333-274563). The closing of the warrant exercise transaction is expected to occur on or about May 7, 2024, subject to satisfaction of customary closing conditions. In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered Series A-1 warrants to purchase up to 1,027,750 shares of common stock and new unregistered Series B-1 warrants to purchase up to 1,027,750 shares of common stock. The new Series A-1 and Series B-1 warrants will have an exercise price of $2.88 per share. The new Series A-1 warrants will be exercisable immediately upon issuance for a period of five and one-half years from the date of issuance and the new Series B-1 warrants will be exercisable immediately upon issuance for a period of fifteen months from the date of issuance.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Press release of the registrant dated May 3, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 3, 2024 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |