UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 8, 2021
DIGITAL BRANDS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-40400 | | 46-1942864 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| 1400 Lavaca Street, Austin, TX | | 78701 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(209) 651-0172
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Common Stock, par value $0.0001 | DBGI | The Nasdaq Stock Market LLC |
| Warrants, each exercisable to purchase one share of Common Stock | DBGIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.02 | Results of Operations and Financial Condition. |
Digital Brand Group, Inc.'s press release dated November 11, 2021, which reports its financial results for the nine months ended September 30, 2021, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 2.02, including Exhibit 99.1, 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 the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically provided in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 8, 2021, Digital Brands Group, Inc. (the “Company”) appointed Lucy Doan to its Board of Directors (“Board”).
Ms. Doan will serve on the Audit Committee, the Nominating Committee, and the Compensation Committee of the Board.
In connection with her appointment to the Board, Ms. Doan was granted non-qualified stock options (“Options”) under the Company’s 2020 Omnibus Incentive Plan to purchase 20,000 shares of the common stock of the Company, in accordance with the terms and conditions of the award agreement to be entered into with Ms. Doan.
On November 11, 2021, Digital Brands Group, Inc. issued a press release announcing the appointment of Lucy Doan to its Board of Directors. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information reported in this Item 7.01, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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. |
| | | |
| Date: November 12, 2021 | | |
| | | |
| | By: | /s/ John Hilburn Davis IV |
| | Name: | John Hilburn Davis IV |
| | Title: | President and Chief Executive Officer |
