Digital Brands Group announces 1-for-25 reverse stock split effective August 22, 2023

Digital Brands Group, Inc.

Reverse stock split ratio of 1-for-25, effective at 12:01 a.m. ET on August 22, 2023.
Shareholders approved the reverse split on August 21, 2023; votes 4,339,318 for, 942,378 against, 2,946 abstain.
New CUSIP number 25401N408 after split; Common Stock continues trading on Nasdaq under DBGI.
No fractional shares issued; cash payment in lieu of fractional shares provided.
Warrants, preferred stock, and convertible securities adjusted proportionately per their terms.

item 3.03 item 5.03 item 5.07 item 7.01 item 8.01 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Digital Brands Group, Inc.: One-for-25 reverse stock split effected by Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation (effective 2023-08-22).

Change: charter amendment
Effective: 2023-08-22

Exact text from the filing

On August 21, 2023, Digital Brands Group, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Sixth Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-twenty five (1-for-25) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Digital Brands Group, Inc. shareholders approved To approve the postponement or adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal No.1 or establish a quorum. at the 2023-08-21 meeting.

Outcome: passed
Meeting: 2023-08-21

Exact text from the filing

Proposal No.2 : To approve the postponement or adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal No.1 or establish a quorum.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

Digital Brands Group, Inc. shareholders approved To approve the amendment of the Company's Sixth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding common stock at an exchange ratio between 1-for-2.5 to 1-for-50, as determined by the Company's Board. at the 2023-08-21 meeting.

Proposal: reverse split
Outcome: passed
Meeting: 2023-08-21

Exact text from the filing

Proposal No.1 : To approve the amendment of the Company’s Sixth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2.5 to 1-for-50, as determined by the Company’s Board.

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Digital Brands Group, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-094502

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