11 unchanged sentences
The claims (including fines, fees, and legal expenses) total an aggregate of $ 50,190.
−Removed: The matter was settled in January 2023 and are on payment plans which will be paid off in April 2023.
−Removed: ● In August 2020 and March 2021, two lawsuits were filed against Bailey’s by third-party’s related to prior services rendered.
+Added: The matter was settled in January 2023 and are on payment plans which will be paid off in the second quarter of 2024.
+Added: ● In August 2020 and March 2021, two lawsuits were filed against Bailey’s by third- parties related to prior services rendered.
The claims (including fines, fees, and legal expenses) total an aggregate of $96,900.
−Removed: Both matters were settled in February 2022 and are on payment plans which will be paid off in July and September of 2023
+Added: Both matters were settled in February 2022 and are on payment plans which will be paid off in second quarter of 2024.
● On December 21, 2020, a Company investor filed a lawsuit against DBG for reimbursement of their investment totaling $100,000.
1 unchanged sentence
The Company is actively working to resolve this matter.
−Removed: ● On September 24, 2020 a Bailey’s product vendor filed a lawsuit against Bailey’s non-payment of trade payables totaling approximately $481,000 and additional damages of approximately $296,000.
−Removed: Claimed amounts for trade payables are included in accounts payable in the accompanying consolidated balance sheets, net of payments made.
−Removed: In December 2021, the Company reached a settlement;
−Removed: however, the settlement terms were not met and the Company received a judgement of $496,000.
−Removed: The amount due has been paid, the lawsuit dismissed and there is no claim or amount due.
+Added: ● On November 16, 2023, a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $345,384, which represents past due fees and late fees.
+Added: Such amounts are included in the accompanying balance sheets.
+Added: The Company does not believe it is probable that losses in excess of such pay trade payables will be incurred.
+Added: ● On November 15, 2023, a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $582,208, which represents “double damages.” The amount due to the vendor is $292,604.
+Added: Such amounts are included in the accompanying balance sheets.
+Added: The Company does not believe it is probable that losses in excess of such pay trade payables will be incurred.
+Added: ● On December 21, 2023, a former employee filed a wrongful termination lawsuit against the Company.
+Added: The Company is disputing this claim.
● A vendor filed a lawsuit against Bailey 44 related to a retail store lease in the amount of $1.5 million.
The Company is disputing the claim for damages and the matter is ongoing.
−Removed: ● We have been involved in a dispute with the former owners of H&J regarding our obligation to “true up” their ownership interest in our company further to that membership interest purchase agreement dated May 18, 2021 whereby we acquired all of the outstanding membership interests of H&J (the “H&J Purchase Agreement”).
−Removed: Further to the H&J Purchase Agreement, we agreed that if, at May 18, 2022, the one year anniversary of the closing date of our initial public offering, the product of the number of shares of our common stock issued at the closing of such acquisition multiplied by the average closing price per share of our shares of common stock as quoted on the NasdaqCM for the thirty (30) day trading period immediately preceding such date plus the gross proceeds, if any, of shares of our stock issued to such sellers and sold by them during the one year period from the closing date of the offering does not exceed the sum of $9.1 million, less the value of any shares of common stock cancelled further to any indemnification claims or post-closing adjustments under the H&J Purchase Agreement, then we shall issue to the subject sellers an additional aggregate number of shares of common stock equal to any such valuation shortfall at a per share price equal to the then closing price per share of our common stock as quoted on the NasdaqCM.
−Removed: We did not honor our obligation to issue such shares and the former owner of H&J have claimed that they were damaged as a result.
−Removed: As part of a proposed settlement with such holders, we have tentatively agreed to the following:
−Removed: (i) to transfer all membership interests of H&J back to the original owners, (ii) to pay such owners the sum of $229,000, (iii) issue
−Removed: the former owners of H&J an aggregate of $1,400,000 worth of our common stock to be issued on May 16, 2023 based on the lower of (a) the stock closing price per share on May 15, 2023, and (b) the average common stock closing price based on the average of the 5 trading days preceding May 16, 2023, with the closing price on May 9, 2023.
−Removed: Such tentative terms are to be memorialized in definitive purchase agreements and as such there is no assurance that such arrangements will be finalized.
+Added: The vendor has recently updated the claim to now be $450,968 after signing a long-term lease with another brand for this location.
+Added: The Company is disputing this new amount after review of the lease.
All claims above, to the extent management believes it will be liable, have been included in accounts payable and accrued expenses and other liabilities in the accompanying consolidated balance sheet as of December 31, 2023.
2 unchanged sentences
The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters.
−Removed: While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.
+Added: While it is not possible to determine the
+Added: outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.
MINE SAFETY DISCLOSURES
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.