Item 1.01 Entry into a Material Definitive Agreement.
On
The Note, in the principal amount of
In connection with the issuance of the Note, the Company agreed to grant
FirstFire a security interest in substantially all of its assets to secure the
obligations under the Note (in addition to the security interest granted to
In connection with the issuance of the Note, each of the Company's subsidiaries
entered into amendments and joinders dated
Copies of the A&R SPA, the Note, the Security Agreement and the Amendment to Security Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Copies of RRA and Amendment to RRA are filed as Exhibits 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing descriptions of the A&R SPA, Note, Security Agreement, Amendment to Security Agreement, RRA and Amendment to RRA do not purport to be complete and are qualified in their entirety by reference to the applicable exhibit.
Item 3.02 Unregistered Sales of
Item 1.01 is incorporated by reference herein. As described in Item 1.01, under the terms of the A&R SPA, the Company issued to FirstFire the Note - the issuance is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Exhibit No. 4.1 Registration Rights Agreement, datedAugust 27, 2021 , by and betweenDigital Brands Group, Inc. andOasis Capital, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onAugust 31, 2021 ) 4.2 Joinder and Amendment to Registration Rights Agreement, datedOctober 1, 2021 , by and amongDigital Brands Group, Inc. ,Oasis Capital, LLC andFirstFire Global Opportunities Fund, LLC 10.1 Amended and Restated Securities Purchase Agreement, datedOctober 1, 2021 , by and amongDigital Brands Group, Inc. ,Oasis Capital, LLC andFirstFire Global Opportunities Fund, LLC 10.2 Senior Secured Convertible Promissory Note, datedOctober 1, 2021 , byDigital Brands Group, Inc. in favor ofFirstFire Global Opportunities Fund, LLC 10.3 Security Agreement, datedAugust 27, 2021 , by and betweenDigital Brands Group, Inc. andOasis Capital, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onAugust 31, 2021 ) 10.4 Joinder and Amendment to Security Agreement, datedOctober 1, 2021 , by and amongDigital Brands Group, Inc. ,Oasis Capital, LLC andFirstFire Global Opportunities Fund, LLC 99.1 Press release datedOctober 5, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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