--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-075232" form_type: "8-K" ticker: "DBGI" cik: "0001668010" company_name: "Digital Brands Group, Inc." filed_at: "2023-06-27T23:59:59+00:00" generated_at: "2026-06-13T16:21:30.028233+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # DBGI settles H&J dispute, cancels $10.5M liability, converts $5.76M debt to equity ## Summary - Paid $229K cash + issued 1,952,580 shares at $0.717 to settle H&J dispute; transferred H&J membership interest back to seller. - Norwest Venture Partners waived true-up rights, eliminating a ~$10.5M contingent liability. - Issued 5,761 shares of Series C Convertible Preferred Stock ($1,000/share) to Sundry Investors in exchange for cancellation of $5,759,178 in promissory notes. - Series C convertible at $0.717 per common share, carries redemption at 112% of stated value, and ranks senior to common stock. - Pro forma effect: net loss for Q1 2023 improved from $(6.1M) to $(5.8M); shares outstanding increased from 5.67M to 7.62M. ## SEC filing metadata - accession: 0001104659-23-075232 - form_type: 8-K - ticker: DBGI - cik: 0001668010 - company_name: Digital Brands Group, Inc. - filed_at: 2023-06-27T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/tm2319630d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-075232 - JSON: https://secwatch.observer/filing/0001104659-23-075232.json - Plain text: https://secwatch.observer/filing/0001104659-23-075232.txt ## Key facts - Governance Changes Digital Brands Group, Inc.: Filed Certificate of Designation designating 5,761 shares of preferred stock as Series C Convertible Preferred Stock (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws. Series C Convertible Preferred Stock On June 21, 2023, the Company filed the Certificate of Designation with the Secretary of State for the State of Delaware designating up to 5,761 shares out of the authorized but unissued shares of its preferred stock as Series C Convertible Preferred Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm - M&A Transactions Digital Brands Group, Inc. completed a disposition involving D. Jones Tailored Collection, Ltd. (closed 2023-06-21). - Action: disposition - Counterparty: D. Jones Tailored Collection, Ltd. - Closing: 2023-06-21 source text: the Company assigned and transferred one hundred percent (100%) of the Company’s membership interest in H&J to D. Jones evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm - Material Agreements Digital Brands Group, Inc. entered into Settlement Agreement and Release with John Hilburn Davis IV, Drew Jones, D. Jones Tailored Collection, Ltd., and Harper & Jones, LLC valued at Cash payment of $229,000, issuance of 1,952,580 shares of common stock at $0.717 per share, and assi (effective 2023-06-21). - Action: entry - Agreement: settlement - Counterparty: John Hilburn Davis IV, Drew Jones, D. Jones Tailored Collection, Ltd., and Harper & Jones, LLC - Value: Cash payment of $229,000, issuance of 1,952,580 shares of common stock at $0.717 per share, and assi - Effective: 2023-06-21 source text: On June 21, 2023, Digital Brands Group, Inc. (the “Company”) and John Hilburn Davis IV (collectively, the “DBG Parties”), on the one hand, and Drew Jones (“Jones”), D. Jones Tailored Collection, Ltd. (“D. Jones”), and Harper & Jones, LLC (“H&J” and collectively with Jones, D. Jones, the “Jones Parties” and together with DBG Parties, the “Parties”) executed a Settlement Agreement and Release (the “Settlement Agreement”) whereby contemporaneously with the Parties’ execution of the Settlement Agreement (i) the Company made aggregate cash payment of $229,000 to D. Jones, (ii) the Company issued 1,952,580 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), to D. Jones, at a per share purchase price of $0.717 which represented the lower of (i) the closing price per share of the Common Stock as reported on The Nasdaq Capital Market (the “Nasdaq”) on June 20, 2023, and (ii) the average closing price per share of Common Stock as reported on the Nasdaq for the five trad evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm - Material Agreements Digital Brands Group, Inc. entered into Securities Purchase Agreement with Moise Emquies, George Levy, Matthieu Leblan, Carol Ann Emquies, Jenny Murphy and Elodie Crichi (collectively, the “Sundry Investors”) valued at Issuance of 5,761 shares of Series C Convertible Preferred Stock at $1,000 per share in consideratio (effective 2023-06-21). - Action: entry - Agreement: equity purchase - Counterparty: Moise Emquies, George Levy, Matthieu Leblan, Carol Ann Emquies, Jenny Murphy and Elodie Crichi (collectively, the “Sundry Investors”) - Value: Issuance of 5,761 shares of Series C Convertible Preferred Stock at $1,000 per share in consideratio - Effective: 2023-06-21 source text: On June 21, 2023, the Company, on the one hand, and Moise Emquies, George Levy, Matthieu Leblan, Carol Ann Emquies, Jenny Murphy and Elodie Crichi (collectively, the “Sundry Investors”), on the other hand, executed a Securities Purchase Agreement (the “Sundry SPA”) whereby the Company issued 5,761 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) to the Sundry Investors at a purchase price of $1,000 per share. evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm - Material Agreements Digital Brands Group, Inc. amended Waiver and Amendment Agreement with Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP valued at Waiver and termination of certain true up rights under the Agreement and Plan of Merger dated Februa (effective 2023-06-21). - Action: amendment - Agreement: merger - Counterparty: Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP - Value: Waiver and termination of certain true up rights under the Agreement and Plan of Merger dated Februa - Effective: 2023-06-21 source text: On June 21, 2023, the Company, on the one hand, and Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP (together, the “Norwest Investors”), on the other hand, executed a Waiver and Amendment Agreement (the “Norwest Amendment”) whereby the Norwest Investors agreed to waive and terminate certain true up rights of the Norwest Investors under the Agreement and Plan of Merger, dated February 12, 2020, among the Company, Bailey 44, LLC, Norwest Venture Partners XI, LP, and Norwest Venture Partners XII, LP and Denim.LA Acquisition Corp. evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923075232/0001104659-23-075232-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.