As Filed with Securities and Exchange Commission on September 1, 2022
Registration No. 333-266486
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
DIGITAL BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | | | 5699 (Primary Standard Industrial Classification Code Number) | | | 46-1942864 (I.R.S. Employer Identification Number) | |
1400 Lavaca Street
Austin, TX 78701
(209) 651-0172
Austin, TX 78701
(209) 651-0172
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John Hilburn Davis IV
President and Chief Executive Officer
1400 Lavaca Street
Austin, TX 78701
(209) 651-0172
President and Chief Executive Officer
1400 Lavaca Street
Austin, TX 78701
(209) 651-0172
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas J. Poletti, Esq
Veronica Lah, Esq
Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14th Floor
Costa Mesa, CA 92646
(714) 312-7500
Veronica Lah, Esq
Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14th Floor
Costa Mesa, CA 92646
(714) 312-7500
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Digital Brands Group, Inc. is hereby filing this Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-266486), originally filed on August 3, 2022 (as amended, the “Registration Statement”), as an exhibits-only filing to file the Form of Indenture as Exhibit 4.17. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, and the Form of Indenture filed herewith as Exhibit 4.17. The prospectus and the rest of Part II of the Registration Statement are unchanged and have been omitted.
ITEM 16. EXHIBITS
Exhibits
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Exhibit Number | | | Description | | |||
| | 5.1+ | | | | | |
| | 23.1+ | | | | | |
| | 23.2+ | | | | | |
| | 23.3+ | | | | | |
| | 23.4+ | | | | | |
| | 23.5+ | | | | | |
| | 23.6+ | | | | | |
| | 24.1+ | | | | | |
25.1** | | | Statement of Eligibility of Trustee under the Debt Indenture | | |||
| | 107+ | | | | |
*
To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement, including a Current Report on Form 8-K.
**
To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the applicable rules thereunder.
+
Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 1st day of September, 2022.
| | | | DIGITAL BRANDS GROUP, INC. | | |||
| | | | By: | | | /s/ John Hilburn Davis IV John Hilburn Davis IV Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | | | Title | | | Date | |
| /s/ John Hilburn Davis IV John Hilburn Davis IV | | | Chairman and Chief Executive Officer (Principal Executive Officer) | | | September 1, 2022 | |
| /s/ Reid Yeoman Reid Yeoman | | | Chief Financial Officer (Principal Accounting and Financial Officer) | | | September 1, 2022 | |
| * Mark T. Lynn | | | Director | | | September 1, 2022 | |
| * Trevor Pettennude | | | Director | | | September 1, 2022 | |
| * Jameeka Aaron Green | | | Director | | | September 1, 2022 | |
| * Huong “Lucy” Doan | | | Director | | | September 1, 2022 | |
| */s/ John Hilburn Davis IV John Hilburn Davis IV Attorne-n-fact | | | | | | | |
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