Digital Brands Group Files S-1
Ticker: DBGI · Form: S-1 · Filed: Jan 27, 2025 · CIK: 1668010
Sentiment: neutral
Topics: S-1, SEC Filing, Retail
TL;DR
DBGI filed an S-1, check financials.
AI Summary
Digital Brands Group, Inc. filed an S-1 form on January 27, 2025, detailing its financial status and business operations. The company, formerly known as Denim LA, Inc., is incorporated in Delaware and operates in the apparel retail sector. Its principal executive offices are located at 4700 S. Boyle Ave, Vernon, CA 90058.
Why It Matters
This S-1 filing provides a crucial update for investors and stakeholders regarding Digital Brands Group's financial health and strategic direction.
Risk Assessment
Risk Level: medium — S-1 filings often indicate a company is seeking to raise capital or undergo significant corporate changes, which inherently carry risks.
Key Numbers
- 1270.20 — Fiscal Year End (Indicates the company's fiscal year concludes on December 31st.)
Key Players & Entities
- Digital Brands Group, Inc. (company) — Filer of the S-1 document
- Denim LA, Inc. (company) — Former name of Digital Brands Group, Inc.
- 20250127 (date) — Date of S-1 filing
- 4700 S. Boyle Ave, Vernon, CA 90058 (address) — Business and mailing address of Digital Brands Group, Inc.
FAQ
What is the primary purpose of this S-1 filing for Digital Brands Group, Inc.?
The S-1 filing is a registration statement required by the SEC for companies planning to offer securities to the public, often indicating a potential for new financing or stock offerings.
When was Digital Brands Group, Inc. formerly known as?
Digital Brands Group, Inc. was formerly known as Denim LA, Inc., with a name change occurring on February 25, 2016.
What is the state of incorporation for Digital Brands Group, Inc.?
Digital Brands Group, Inc. is incorporated in Delaware (DE).
What is the SIC code and industry classification for Digital Brands Group, Inc.?
The Standard Industrial Classification (SIC) code is 5600, classifying the company under RETAIL-APPAREL & ACCESSORY STORES.
What are the business and mailing addresses listed for Digital Brands Group, Inc.?
The business and mailing addresses are both listed as 4700 S. Boyle Ave, Vernon, CA 90058.
Filing Stats: 4,621 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2025-01-27 06:22:06
Key Financial Figures
- $0.0001 — i) one share of common stock, par value $0.0001 per share, or one pre-funded warrant to
- $1.623 — mmon stock each at an exercise price of $1.623 per share (100% of the offering price p
- $0 — luding one share of common stock, minus $0.0001, and the remaining exercise price
- $1.86645 — Agent Warrants at an exercise price of $1.86645 per share (115% of public offering pric
- $1 — d based on an assumed offering price of $1.623, which represents the closing sales
Filing Documents
- forms-1.htm (S-1) — 4294KB
- ex1-1.htm (EX-1.1) — 104KB
- ex4-34.htm (EX-4.34) — 114KB
- ex4-35.htm (EX-4.35) — 96KB
- ex4-36.htm (EX-4.36) — 118KB
- ex5-1.htm (EX-5.1) — 26KB
- ex10-58.htm (EX-10.58) — 222KB
- ex21-1.htm (EX-21.1) — 7KB
- ex23-1.htm (EX-23.1) — 6KB
- ex23-2.htm (EX-23.2) — 5KB
- ex107.htm (EX-FILING FEES) — 57KB
- forms-1_001.jpg (GRAPHIC) — 16KB
- forms-1_002.jpg (GRAPHIC) — 16KB
- ex5-1_001.jpg (GRAPHIC) — 15KB
- ex23-2_001.jpg (GRAPHIC) — 21KB
- 0001493152-25-003666.txt ( ) — 17148KB
- dbgi-20240930.xsd (EX-101.SCH) — 102KB
- dbgi-20240930_cal.xml (EX-101.CAL) — 93KB
- dbgi-20240930_def.xml (EX-101.DEF) — 533KB
- dbgi-20240930_lab.xml (EX-101.LAB) — 762KB
- dbgi-20240930_pre.xml (EX-101.PRE) — 637KB
- forms-1_htm.xml (XML) — 2620KB
USE OF PROCEEDS
USE OF PROCEEDS 39 CAPITALIZATION 40 DETERMINATION OF OFFERING PRICE 40 MARKET PRICE AND DIVIDEND POLICY 41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 46
BUSINESS
BUSINESS 62 MANAGEMENT 72
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 75
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 78 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 79
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 80 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR HOLDERS OF OUR COMMON STOCK, WARRANTS, AND PRE-FUNDED WARRANTS 92 PLAN OF DISTRIBUTION 96 LEGAL MATTERS 99 EXPERTS 99 WHERE YOU CAN FIND MORE INFORMATION 99 INDEX TO FINANCIAL STATEMENTS F-1 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, and obse
Business
Business Digital Brands is a curated collection of lifestyle brands, including Bailey, DSTLD, Stateside, 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, sweaters, sk