UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreement.
On April 30, 2024 (the “Issue Date”), Digital Brands Group, Inc., a Delaware corporation (the “Company”) issued a convertible promissory note in the original principal amount of $250,000.00 (the “Note”) to Target Capital 1 LLC, an Arizona limited liability company (the “Note Holder”), with a maturity date of April 30, 2025 (the “Maturity Date”). Pursuant to the terms of the Note, the Company agreed to pay the principal sum and a one-time interest charge of $50,000.00 to the Note Holder. The Note Holder may convert the Note into the Company’s common stock, par value of $0.0001 per share (the “Common Stock”), at any time at a price of $3.50 per share, subject to beneficial ownership limitations contained in the Note. The Company will issue 50,000 shares of restricted Common Stock (the “Commitment Shares”) to the Note Holder within ten (10) calendar days after the Issue Date, as a commitment fee. If this Note is not repaid in cash or converted into Common Stock by October 31, 2024 (the “Trigger Date”), then the Company shall issue an additional 50,000 shares of restricted Common Stock to the Holder within ten (10) calendar days after the Trigger Date. The Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of covenants.
The foregoing description of the terms of the Note and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by reference to the copy of the Note filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note, Common Stock underlying the Note, and Commitment Shares will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(D) of Regulation D thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Convertible Promissory Note, dated as of April 30, 2024, by and between Digital Brands Group, Inc. and Target Capital 1 LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIGITAL BRANDS GROUP, INC. | ||
| Dated: May 3, 2024 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |