Business Context and Reporting Period
Company: Digital Brands Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 23, 2025
Event: Entry into a Material Definitive Agreement regarding a Private Investment in Public Equity (PIPE) Offering.
Key Financial Metrics and Transaction Details
This filing details a second closing of a PIPE Offering involving Series D Convertible Preferred Stock.
- Initial Closing (August 13, 2025): Issued ~14,031.25 shares; Gross proceeds of approximately $11,225,000.
- Second Closing (September 26, 2025): Issued 1,875 additional shares to one investor.
- Second Closing Proceeds: Aggregate gross cash proceeds of $1,500,000.
- Stated Value Adjustment: Increased from $1,000 to $1,150 per share for all Series D shares.
- Warrant Exercise: Investors exercised warrants for an aggregate of $300,000 in cash at the Second Closing.
- Placement Agent Fee: 8.00% of gross proceeds from the Second Closing.
Material Changes and Amendments
The Company entered into an amendment to the Original Purchase Agreement and amended the Certificate of Designations for the Series D Preferred Stock. Key changes include:
- Authorized Shares: Increased from 15,000 to 17,500 shares.
- Stated Value: Increased from $1,000 to $1,150 per share.
- Registration Rights: Deadline to file the resale registration statement extended to December 1, 2025.
- Proceeds Release Conditions: 50% of the total Subscription Amount is released upon the Second Closing. The remaining 50% is held in a Segregated Account pending:
- Approval of a Reverse Stock Split.
- Obtaining "20% Rule Approval."
- SEC declaration of effectiveness for the Resale Registration Statement.
Outlook, Risks, and Contingencies
Contingencies: The release of 50% of the total subscription funds is contingent upon regulatory approvals (Reverse Split and 20% Rule) and the effectiveness of the resale registration statement.
Risks: The securities were offered only to accredited investors under Section 4(a)(2) of the Securities Act and have not been registered with the SEC. They cannot be resold in the United States absent registration or an applicable exemption.
Management Commentary: The filing references a press release issued on September 24, 2025, regarding the signing of the Amendment.
Investor Verification Checklist
- Verify the status of the "Reverse Split Approvals" and "20% Rule Approval" required to release the remaining 50% of funds.
- Confirm the filing date and effectiveness status of the Resale Registration Statement by the December 1, 2025 deadline.
- Review the full text of the Amendment (Exhibit 10.1) and Series D COD Amendment (Exhibit 3.1) for specific conversion mechanics and beneficial ownership limitations.
- Assess the impact of the increased Stated Value ($1,150) on the conversion price relative to the current market price of Common Stock.