AUSTIN,
Texas, Aug. 31, 2023 /PRNewswire/ -- Digital
Brands Group, Inc. ("DBG" or the "Company") (NASDAQ: DBGI), a
curated collection of luxury lifestyle, digital-first brands, today
announced that it has entered into definitive agreements for the
issuance and sale of 513,875 shares of common stock (or pre-funded
warrants in lieu thereof) together with accompanying common stock
warrants at an offering price of $9.73 per share (or pre-funded warrant) and
accompanying warrants, in a private placement priced at-the-market
under Nasdaq rules. Each share of common stock (or common stock
equivalent) is being offered in the offering together with a Series
A warrant to purchase one share of common stock at an exercise
price of $9.43 per share and a Series
B warrant to purchase one share of common stock at an exercise
price of $9.43 per share. The Series
A warrants will be exercisable immediately and will expire five and
one-half years from the date of issuance, and the Series B warrants
will be exercisable immediately and will expire fifteen months from
the date of issuance. The private placement is expected to close on
or about September 6, 2023, subject
to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the offering are expected to be
approximately $5.0 million, before
deducting the placement agent's fees and other offering expenses
payable by DBG. The Company intends to use the net proceeds
from this offering for working capital purposes.
The securities offered in the private placement and described
above were offered in a private placement under Section 4(a)(2) of
the Securities Act of 1933, as amended (the "Act") and/or Rule
506(b) of Regulation D promulgated thereunder and have not been
registered under the Act or applicable state securities laws.
Accordingly, the securities may not be offered or sold in
the United States absent
registration with the Securities and Exchange Commission (the
"SEC") or an applicable exemption from such registration
requirements.
The Company also has agreed to amend certain existing warrants
to purchase up to an aggregate of 196,542 shares of the Company's
common stock that were previously issued in December 2022 and January
2023 and have exercise prices ranging from $95.00 to $131.25
per share, effective upon the closing of the offering, such that
the amended warrants will have a reduced exercise price of
$9.43 per share and will expire five
and one-half years from the date of closing of the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About Digital Brands Group
We offer a wide variety of apparel through numerous brands on a
both direct-to-consumer and wholesale basis. We have created a
business model derived from our founding as a digitally
native-first vertical brand. Digital native first brands are brands
founded as e-commerce driven businesses, where online sales
constitute a meaningful percentage of net sales, although they
often subsequently also expand into wholesale or direct retail
channels., Unlike typical e-commerce brands, as a digitally native
vertical brand we control our own distribution, sourcing products
directly from our third-party manufacturers and selling directly to
the end consumer. We focus on owning the customer's "closet share"
by leveraging their data and purchase history to create
personalized targeted content and looks for that specific customer
cohort. We have strategically expanded into an omnichannel brand
offering these styles and content not only on-line but at selected
wholesale and retail storefronts. We believe this approach allows
us opportunities to successfully drive Lifetime Value ("LTV") while
increasing new customer growth.
Forward-looking Statements
Certain statements contained in this press release constitute
forward-looking statements, including, without limitation, the
ability of the Company to consummation of the private placement,
the satisfaction of the closing conditions of the private
placement and the use of proceeds therefrom. Management has based
these forward-looking statements on its current expectations,
assumptions, estimates and projections. While they believe these
expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond management's control. These statements involve
risks and uncertainties that may cause the Company's actual
results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by
these forward-looking statements as a result of various important
factors, as well as market and other conditions and those risks
more fully discussed in the section titled "Risk Factors" in the
Company's most recent Annual Report on Form 10-K, as well as
discussions of potential risks, uncertainties, and other important
factors in the Company's other filings with the Securities and
Exchange Commission. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and, except as required by
law, the Company assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise.
Digital Brands Group, Inc. Company Contact
Hil Davis, CEO
Email: invest@digitalbrandsgroup.co
Phone: (800) 593-1047
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SOURCE Digital Brands Group, Inc.