Item 1.01 Entry into a Material Definitive Agreement.
On
The Form of Note
The Notes are due and payable on
If the Notes are not repaid in full by the Maturity Date or if any other event
of default occurs, (1) the face value of the Notes will be automatically
increased to 120%; (2) the Notes will begin generating an annual interest rate
of 20%, which will be paid in cash monthly until the default is cured; and (3)
if such default continues for 14 or more calendar days, at the Investors'
discretion, the Notes shall become convertible at the option of the Investors
into shares of the Company's Common Stock ("Conversion Shares") at a conversion
price (the "Conversion Price") equal to the Nasdaq closing price of the
Company's common stock, par value
If the Investors elect such Default Conversion Election, (1) the Company shall
use commercially reasonable efforts to submit to its stockholders as soon as
practicable in order to obtain as soon as practicable stockholder approval for
the Company to issue the number of Conversion Shares necessary to complete such
conversion (inclusive of the OID) at the Conversion Price in accordance with
Nasdaq Rule 5635(a)(1) and/or 5635(d) (as applicable, the "20% Rule"),
The Form of Warrant and Commitment Shares
In connection with the SPA, the Company issued to the Investors an aggregate of
469,480 five-year Warrants exercisable for shares of common stock at an exercise
price equal to
The Registration Rights Agreement
In addition, the Company entered into a Registration Rights Agreement with the
Investors, dated
Copies of the SPA, the form of Note, and the form of Warrant are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. A copy of the RRA is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing descriptions of the SPA, the Notes, the Warrants, and the 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 SPA, the Company issued to the Investors the Notes, Warrants, and Incentive Shares - which issuances are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Registration Rights Agreement, datedDecember 29, 2022 , by and amongDigital Brands Group, Inc. and the Investors 10.1 Securities Purchase Agreement, datedDecember 29, 2022 , by and amongDigital Brands Group, Inc. and the Investors 10.2 Form of Promissory Note, datedDecember 29, 2022 , byDigital Brands Group, Inc. in favor each Investor 10.3 Form of Warrant, datedDecember 29, 2022 , byDigital Brands Group, Inc. in favor each Investor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source