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Delaware
(State or other jurisdiction of
incorporation or organization) |
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5699
(Primary Standard Industrial
Classification Code Number) |
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46-1942864
(I.R.S. Employer
Identification Number) |
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Thomas J. Poletti, Esq.
Veronica Lah, Esq. Manatt, Phelps & Phillips, LLP 695 Town Center Drive, 14th Floor Costa Mesa, CA 92626 Tel: (714) 312-7500 |
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Robert F. Charron, Esq.
Charles Phillips, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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Page
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| | | | 6 | | | |
| | | | 11 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 19 | | | |
| | | | 21 | | | |
| | | | 35 | | | |
| | | | 37 | | | |
| | | | 45 | | | |
| | | | 48 | | | |
| | | | 48 | | | |
| | | | 48 | | | |
| | | | 49 | | |
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Combined assumed public offering price per share of common stock and accompanying Class B
and C Warrants, which is based upon the last reported sale price of our common stock on The Nasdaq Capital Market on November 25, 2022 |
| | | $ | 5.96 | | |
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Net tangible book value per share as of September 30, 2022
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| | | ($ | 80.05) | | |
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Increase per share attributable to new investors in this offering
|
| | | $ | 64.75 | | |
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As adjusted net tangible book value per share as of September 30, 2022 after giving effect to this
offering |
| | | $ | (15.30) | | |
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Dilution per share to investors participating in this offering
|
| | | $ | 21.26 | | |
Location
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Type
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Square
Footage (approximate) |
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Lease
Expiration |
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Vernon, California
|
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Corporate Warehouse and Distribution Center
|
| | | | 42,206 | | | | | | 2023 | | |
Los Angeles, California
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| | Showroom | | | | | 2,000 | | | | | | 2020(1) | | |
Austin, Texas
|
| | Interim Corporate Headquarters | | | | | 500 | | | | | | 2021(2) | | |
Dallas, Texas
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| | Office Space and Showroom | | | | | 2,860 | | | | | | 2022 | | |
Houston, Texas
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| | Showroom | | | | | 1,117 | | | | | | 2024 | | |
New Orleans, Louisiana
|
| | Showroom | | | | | 1,015 | | | | | | 2024 | | |
Name of Beneficial Owner
|
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Number of
Shares Beneficially Owned Before Offering |
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Percentage of
Shares Outstanding Before Offering |
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Number of
Shares Beneficially Owned After Offering |
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Percentage of
Shares Outstanding After Offering |
| ||||||||||||
Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
John “Hil” Davis(1)
|
| | | | 17,136 | | | | | | 1.1% | | | | | | 17,136 | | | | | | * | | |
Laura Dowling(2)
|
| | | | 3,347 | | | | | | * | | | | | | 3,347 | | | | | | * | | |
Reid Yeoman(3)
|
| | | | 1,140 | | | | | | * | | | | | | 1,140 | | | | | | * | | |
Mark Lynn(4)
|
| | | | 5,074 | | | | | | * | | | | | | 5,074 | | | | | | * | | |
Trevor Pettennude(5)
|
| | | | 3,286 | | | | | | * | | | | | | 3,286 | | | | | | * | | |
Name of Beneficial Owner
|
| |
Number of
Shares Beneficially Owned Before Offering |
| |
Percentage of
Shares Outstanding Before Offering |
| |
Number of
Shares Beneficially Owned After Offering |
| |
Percentage of
Shares Outstanding After Offering |
| ||||||||||||
Jameeka Aaron(6)
|
| | | | 150 | | | | | | * | | | | | | 150 | | | | | | * | | |
Huong “Lucy” Doan(7)
|
| | | | 200 | | | | | | * | | | | | | 200 | | | | | | * | | |
All executive officers, directors and director nominees as
a group (7 persons)(8) |
| | | | 30,133 | | | | | | 2.0% | | | | | | 30,133 | | | | | | * | | |
| | |
Per Share and Class B
and C Warrants |
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Per Pre-Funded
Warrant and Class B and C Warrants |
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Placement Agent Fees
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Total
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| | | | | | | | | | | | |
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SEC expenses
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| | | $ | 2,307 | | |
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FINRA expenses
|
| | | | 3,640 | | |
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Legal fees and expenses
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| | | | 360,000 | | |
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Accounting fees and expenses
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| | | | 30,000 | | |
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Miscellaneous expenses
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| | | | 4,053 | | |
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Total offering expenses (other than placement agent’s fees)
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| | | $ | 400,000 | | |
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Exhibit
Number |
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Description
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23.3
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23.4
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23.5
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23.6
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24.1**
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107**
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| | | | DIGITAL BRANDS GROUP, INC. | | |||
| | | | By: | | |
/s/ John Hilburn Davis IV
John Hilburn Davis IV
President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ John Hilburn Davis IV
John Hilburn Davis IV
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| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
November 28, 2022
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/s/ Reid Yeoman
Reid Yeoman
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| | Chief Financial Officer (Principal financial officer) | | |
November 28, 2022
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*
Mark T. Lynn
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| | Director | | |
November 28, 2022
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*
Trevor Pettennude
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| | Director | | |
November 28, 2022
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*
Jameeka Aaron Green
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| | Director | | |
November 28, 2022
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*
Huong “Lucy” Doan
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| | Director | | |
November 28, 2022
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*By:
/s/ John Hilburn Davis IV
John Hilburn Davis IV,
attorney-in-fact |
| | | | |
November 28, 2022
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