Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Agreement, Sellers, as the holders of all of the outstanding
membership interests of Sundry, exchanged all of such membership interests for
(i)
In connection with the Acquisition, the Company and each of the Sellers entered a registration rights agreement to provide registration rights with respect to the Shares issued pursuant to the Agreement.
The material terms of the Agreement and the Notes were previously disclosed in
Item 1.01 of the Company's Current Report on Form 8-K filed on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth in Item 2.01 of this Form 8-K regarding the Notes is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of
The information set forth in Item 2.01 of this Form 8-K regarding the issuance
of the Shares to the Sellers,
Item 8.01 Other Events.
On
Forward-Looking Statements
Certain statements included in this release are "forward-looking statements"
within the meaning of the federal securities laws. Forward-looking statements
are made based on our expectations and beliefs concerning future events
impacting DBG and therefore involve several risks and uncertainties. You can
identify these statements by the fact that they use words such as "will,"
"anticipate," "estimate," "expect," "should," and "may" and other words and
terms of similar meaning or use of future dates, however, the absence of these
words or similar expressions does not mean that a statement is not
forward-looking. All statements regarding DBG's plans, objectives, projections
and expectations relating to DBG's operations or financial performance, and
assumptions related thereto are forward-looking statements. We caution that
forward-looking statements are not guarantees and that actual results could
differ materially from those expressed or implied in the forward-looking
statements. DBG undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Potential risks and
uncertainties that could cause the actual results of operations or financial
condition of DBG to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to: risks arising from
the widespread outbreak of an illness or any other communicable disease, or any
other public health crisis, including the coronavirus (COVID-19) global
pandemic; the level of consumer demand for apparel and accessories; disruption
to DBG's distribution system; the financial strength of DBG's customers;
fluctuations in the price, availability and quality of raw materials and
contracted products; disruption and volatility in the global capital and credit
markets; DBG's response to changing fashion trends, evolving consumer
preferences and changing patterns of consumer behavior; intense competition from
online retailers; manufacturing and product innovation; increasing pressure on
margins; DBG's ability to implement its business strategy; DBG's ability to grow
its wholesale and direct-to-consumer businesses; retail industry changes and
challenges; DBG's and its vendors' ability to maintain the strength and security
of information technology systems; the risk that DBG's facilities and systems
and those of our third-party service providers may be vulnerable to and unable
to anticipate or detect data security breaches and data or financial loss; DBG's
ability to properly collect, use, manage and secure consumer and employee data;
stability of DBG's manufacturing facilities and foreign suppliers; continued use
by DBG's suppliers of ethical business practices; DBG's ability to accurately
forecast demand for products; continuity of members of DBG's management; DBG's
ability to protect trademarks and other intellectual property rights; possible
goodwill and other asset impairment; DBG's ability to execute and integrate
acquisitions; changes in tax laws and liabilities; legal, regulatory, political
and economic risks; adverse or unexpected weather conditions; DBG's indebtedness
and its ability to obtain financing on favorable terms, if needed, could prevent
DBG from fulfilling its financial obligations; and climate change and increased
focus on sustainability issues. More information on potential factors that could
affect DBG's financial results is included from time to time in DBG's public
reports filed with the
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited balance sheets of Sundry as of
The unaudited balance sheet of Sundry as of
The unaudited pro forma condensed combined financial information of the Company
and Sundry as of and for the year ended
(d) Exhibits Exhibit No. Exhibit 4.1 Registration Rights Agreement, datedDecember 30, 2022 , by and amongDigital Brands Group, Inc. andMoise Emquies ,George Levy ,Matthieu Leblan andCarol Ann Emquies 23.1 Consent of dbbmckennon forSunnyside, LLC 23.2 Consent ofArmanino LLP forSunnyside, LLC 99.1 Press release datedDecember 30, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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