Digital Brands Group Inc. Files S-1/A Amendment

TL;DR

DBGI filed an S-1/A amendment, looks like they're still working on their public offering registration.

AI Summary

Digital Brands Group, Inc. filed an S-1/A amendment on October 7, 2024, related to a registration statement under the Securities Act of 1933. The company, formerly known as Denim LA, Inc., is incorporated in Delaware and headquartered in Austin, TX. This filing is a pre-effective amendment, indicating ongoing adjustments to their public offering registration.

Why It Matters

This S-1/A filing signifies that Digital Brands Group, Inc. is actively working through the process of registering securities for a public offering, which could lead to new investment opportunities or changes in the company's capital structure.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant capital raises, which inherently carry risks related to market reception and execution.

Key Numbers

• 333-282047 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 1231 — Fiscal Year End (Indicates the end of the company's annual accounting period.)

Key Players & Entities

• Digital Brands Group, Inc. (company) — Registrant
• October 7, 2024 (date) — Filing Date
• 333-282047 (registration_number) — SEC Registration Number
• Delaware (jurisdiction) — State of Incorporation
• Austin, TX (location) — Principal Executive Offices
• John Hilburn Davis IV (person) — Chief Executive Officer
• Denim LA, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — 1,500 shares of common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $0 — ice of one share of common stock, minus $0.0001, and the remaining exercise price
• $0.3333 — rted sale price of our Common Stock was $0.3333 per share and Class A Warrants was $12.
• $12.25 — 3333 per share and Class A Warrants was $12.25 per share. We have assumed a public o
• $14,916,422 — generated net revenues of approximately $14,916,422 and $10,333,558, respectively, reported
• $10,333,558 — venues of approximately $14,916,422 and $10,333,558, respectively, reported net loss of app
• $10,247,133 — ely, reported net loss of approximately $10,247,133 and $38,043,362, respectively, and repo
• $38,043,362 — t loss of approximately $10,247,133 and $38,043,362, respectively, and reported total opera
• $8,639,092 — nd reported total operating expenses of $8,639,092 and $24,765,633, respectively. For the
• $24,765,633 — al operating expenses of $8,639,092 and $24,765,633, respectively. For the six months ended
• $6,972,656 — generated net revenues of approximately $6,972,656 and $8,869,803, respectively, reported
• $8,869,803 — evenues of approximately $6,972,656 and $8,869,803, respectively, reported net loss of app
• $4,194,215 — ely, reported net loss of approximately $4,194,215 and $1,092,088, respectively, and repor
• $1,092,088 — et loss of approximately $4,194,215 and $1,092,088, respectively, and reported total opera
• $5,806,293 — tal operating expenses of approximately $5,806,293 and $230,664, respectively. As noted in

Filing Documents

• forms-1a.htm (S-1/A) — 1016KB
• ex1-1.htm (EX-1.1) — 108KB
• ex4-32.htm (EX-4.32) — 116KB
• ex5-1.htm (EX-5.1) — 24KB
• ex10-48.htm (EX-10.48) — 219KB
• ex23-1.htm (EX-23.1) — 6KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 30KB
• ex5-1_001.jpg (GRAPHIC) — 15KB
• ex23-2_001.jpg (GRAPHIC) — 23KB
• forms-1_001.jpg (GRAPHIC) — 481KB
• 0001493152-24-039677.txt ( ) — 2239KB

USE OF PROCEEDS

USE OF PROCEEDS 27 CAPITALIZATION 28 DETERMINATION OF OFFERING PRICE 28 MARKET PRICE AND DIVIDEND POLICY 29

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 33 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR HOLDERS OF OUR COMMON STOCK AND PRE-FUNDED WARRANTS 44 PLAN OF DISTRIBUTION 48 LEGAL MATTERS 51 EXPERTS 51 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 51 WHERE YOU CAN FIND MORE INFORMATION 52 ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we nor the placement agent have authorized anyone else to provide you with different information. We do not, and the placement agent and its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the placement agent is not, offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We and the placement agent have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about,

Business

Business Digital Brands is a curated collection of lifestyle brands, including Bailey, DSTLD, Sundry and Avo, that offers a variety of apparel products through direct-to- consumer and wholesale distribution. Our complementary brand portfolio provides us with the unique opportunity to cross merchandise our brands. We aim for our customers to wear our brands head to toe and to capture what we call “closet share” by gaining insight into their preferences to create targeted and personalized content specific to their cohort. Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital and operational capabilities across all brands. As a result, we have been able to realize operational efficiencies and continue to identify additional cost saving opportunities to scale our brands and overall portfolio. Our portfolio currently consists of four significant brands: Bailey combines beautiful, luxe fabrics and on-trend designs to create sophisticated ready-to-wear capsules for women on-the-go. Designing for real life, this brand focuses on feeling and comfort rather than how it looks on a runway. Bailey is primarily a wholesale brand, which we intend to transition to a digital, direct-to-consumer brand. DSTLD offers stylish high-quality garments without the luxury retail markup valuing customer experience over labels. DSTLD is primarily a digital direct-to-consumer brand, to which we recently added select wholesale retailers to generate brand awareness. is an elevated, America first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los Angeles. The collection is influenced by the evolution of the classic t-shirt offering a simple yet elegant look. Stateside is primarily a wholesale brand that we intend to transition to a digital, direct-to-consumer brand. Sundry offers distinct collections of women’s clothing, including dresses, shirts, sweat

View Full Filing

View this S-1/A filing on SEC EDGAR