7 unchanged sentences
dated October 21, 2022 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on October 26, 2022).
+Added: Certificate of Amendment of Certificate of Incorporation of Digital Brands Group, Inc.
+Added: dated August 21, 2023 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on August 23, 2023).
Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.5 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg.
6 unchanged sentences
Certificate of Designation of Series C Convertible Preferred Stock, dated June 21, 2023 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023).
−Removed: Form of Promissory Note, dated April 7, 2023, by Digital Brands Group, Inc.
−Removed: in favor each Investor (incorporated by reference to Exhibit 10.2 of Digital Brands Group Inc.’s Form 8-K/A filed with the SEC on April 18, 2023)
+Added: Series A Preferred Stock Certificate of Cancellation filed on September 13, 2023 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 14, 2023).
+Added: Series B Preferred Stock Certificate of Cancellation filed on September 13, 2023 (incorporated by reference to Exhibit 3.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 14, 2023).
Fourth Amendment to Promissory Note, dated as of July 5, 2023, by Digital Brands Group, Inc.
in favor of Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on July 7, 2023).
−Removed: Form of Placement Agent Warrants (incorporated by reference to Exhibit 4.30 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg.
−Removed: 333-272965), filed with the SEC on August 4, 2023).
−Removed: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.31 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg.
−Removed: 333-272965), filed with the SEC on August 4, 2023).
−Removed: Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.32 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg.
−Removed: 333-272965), filed with the SEC on August 4, 2023).
−Removed: Form of Securities Purchase Agreement, dated April 7, 2023, by and among Digital Brands Group, Inc.
−Removed: and the Investors (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K/A filed with the SEC on April 18, 2023).
−Removed: Subscription and Investment Representation Agreement, dated May 30, 2023, by and between Digital Brands Group, Inc.
−Removed: and the purchaser signatory thereto (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 1, 2023).
−Removed: Settlement Agreement and Release, dated June 21, 2023, by and among Drew Jones, D.
−Removed: Jones Tailored Collection, Ltd., Harper & Jones, LLC, Digital Brands Group, Inc., and John Hilburn Davis IV (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023).
−Removed: Waiver and Amendment Agreement, dated June 21, 2023, by and among Digital Brands Group, Inc.
−Removed: and the investors thereto (incorporated by reference to Exhibit 10.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023).
−Removed: Securities Purchase Agreement, dated June 21, 2023, by and among Digital Brands Group, Inc.
−Removed: and the investors thereto (incorporated by reference to Exhibit 10.3 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023).
−Removed: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.53 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg.
−Removed: 333-272965), filed with the SEC on August 4, 2023).
+Added: Form of Series A Warrant (incorporated by reference to Exhibit 4.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Form of Series B Warrant (incorporated by reference to Exhibit 4.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Form of Warrant Amendment (incorporated by reference to Exhibit 4.4 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.5 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Fourth Amendment to Promissory Note, dated as of July 5, 2023 (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on July 7, 2023).
+Added: Form of Securities Purchase Agreement, dated as of August 31, 2023, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
+Added: Form of Registration Rights Agreement, dated as of August 31, 2023, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on September 5, 2023).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
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DIGITAL BRANDS GROUP, INC.
−Removed: August 21, 2023
+Added: November 14, 2023
/s/ John Hilburn Davis, IV
John Hilburn Davis, IV, Chief Executive Officer
−Removed: August 21, 2023
+Added: November 14, 2023
/s/ Reid Yeoman
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.