1 unchanged sentence
Market Information
−Removed: Our common stock and Class A Warrants began trading on the NasdaqCM (“NasdaqCM”) under the symbols “DBGI” and “DBGIW,” respectively, on May 14, 2021.
+Added: Our common stock and Class A Warrants began trading on the NasdaqCM under the symbols “DBGI” and “DBGIW,” respectively, on May 14, 2021.
Prior to that time, there was no public market for our common stock.
−Removed: The following table sets forth the high and low closing bid prices for our common stock for the fiscal quarters indicated as reported on NasdaqCM.
+Added: The following table sets forth the high and low closing bid prices for our common stock for the fiscal quarters indicated as reported on Nasdaq.
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
+Added: Fiscal Quarter Ended
March 31, 2024
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June 30, 2022
+Added: March 31, 2022
+Added: The closing price of our common stock on April 12, 2024 was $4.21.
As of April 15, 2024, there were 3,747 holders of record of our common stock.
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Recent Sales of Unregistered Securities
−Removed: Upon the closing of the IPO on May 18, 2021, all then-outstanding shares of preferred stock converted into an aggregate of 4,027,181 shares of common stock according to their terms.
−Removed: Upon closing of the IPO, we converted outstanding principal totaling $2,680,289 and certain accrued and unpaid interest of our convertible debt into an aggregate of 1,135,153 shares of common stock.
−Removed: Upon closing of the IPO, certain officers and directors converted balances due totaling $257,515 into 152,357 shares of common stock and recorded $233,184 in compensation expense for the shares issued in excess of accrued balances owed.
−Removed: In connection with the H&J acquisition, we issued 2,192,771 shares of common stock to the seller.
−Removed: Pursuant to a consulting agreement, we issued 50,000 shares of common stock.
−Removed: In May 2021, an aggregate of 31,881 warrants were exercised for shares of common stock for proceeds of $145,696.
−Removed: In July 2021, an aggregate of 355,000 warrants were exercised for shares of common stock for proceeds of $1,622,350.
−Removed: In August 2021, an aggregate of 1,101,538 shares of common stock were issued in exchange for 100% of the outstanding membership interests in Stateside.
−Removed: In connection with the execution of the Oasis Capital equity purchase agreement, the Company issued 126,356 shares of common stock as commitment shares.
−Removed: In November 2021, we issued an aggregate 130,000 shares of common stock to Oasis Capital and FirstFire pursuant to waivers and consents in connection with the November note.
−Removed: In December 2021, we issued an aggregate of 191,459 shares of common stock pursuant to consulting agreements.
During the year ended December 31, 2022, the Company issued an aggregate of 1,995,183 shares of common stock pursuant to the conversion of the FirstFire and Oasis Notes.
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The Company also granted an additional 1,818,181 Class B Warrants and 1,818,181 Class C Warrants as part of the offering.
−Removed: Each Class B Warrant has an exercise price of $5.25 per share, is immediately exercisable upon issuance
−Removed: and expires five years after issuance.
+Added: Each Class B Warrant has an exercise price of $5.25 per share, is immediately exercisable upon issuance and expires five years after issuance.
Each Class C Warrant has an exercise price of $5.25 per share, is immediately exercisable upon issuance and expires thirteen months after issuance.
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In November 2022, The Company granted 44,000 warrants to purchase common stock at an exercise price of $5.00 to the lender in connection with its merchant advances.
−Removed: Unless otherwise stated, the sales of the below securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4 (a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.
+Added: In connection with the January 2023 Private Placement, the Company, entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “January Private Placement”), an aggregate of 475,000 shares of the Company’s common stock (“Common Stock”), and accompanying warrants to purchase 475,000 shares of Common Stock, at a combined purchase price of $3.915 per share and Common Warrant, and (ii) the Company granted 802,140 pre-funded warrants which were immediately exercised for shares of common stock.
+Added: The Company also granted an additional 1,277,140 warrants as part of the offering.
+Added: Each warrant has an exercise price of $3.80 per share, is immediately exercisable upon issuance and expires five years after issuance.
+Added: The Company also granted the placement agent 95,786 warrants to purchase common stock at an exercise price of $4.8938 per share, which is immediately exercisable upon issuance and expires five years after issuance.
+Added: In January 2023, the Company issued 110,000 shares of common stock at a fair value of $322,300 to a former convertible noteholder pursuant to default provisions.
+Added: In March 2023, in connection with merchant advances, the Company granted 152,380 warrants to purchase common stock at an exercise price of $5.25.
+Added: The warrants were immediately exercisable upon issuance and expire five years after issuance.
+Added: In March 2023, the Company issued an aggregate of 118,890 shares of common stock to Sundry executives based on their employment agreements with the Company.
+Added: The fair value of $499,338, or $4.20 per share, as determined by the agreements, was included in general and administrative expenses in the consolidated statements of operations.
+Added: In June 2023, the Company issued 1,952,580 shares of common stock to D.
+Added: Jones at a fair value of $1,357,043 pursuant to the H&J Settlement Agreement.
+Added: In connection with the January 2023 Private Placement, the Company granted 32,085 pre-funded warrants which were immediately exercised for shares of common stock.
+Added: The Company also granted an additional 51,085 warrants as part of the offering.
+Added: Each warrant has an exercise price of $9.43 per share, is immediately exercisable upon issuance and expires five years after issuance.
+Added: The Company also granted the placement agent 3,831 warrants to purchase common stock at an exercise price of $122.35 per share, which is immediately exercisable upon issuance and expires five years after issuance.
+Added: In connection with merchant advances (Note 6), the Company granted 6,095 warrants to purchase common stock at an exercise price of $131.25.
+Added: The warrants are immediately exercisable upon issuance and expire five years after issuance.
+Added: In connection with the August 2023 Private Placement, the Company granted 481,875 pre-funded warrants, which had not yet been exercised for shares of common stock as of September 30, 2023.
+Added: The Company also granted an additional 1,027,750 warrants as part of the offering.
+Added: Each warrant has an exercise price of $9.43 per share, is immediately exercisable upon issuance and expires 5.5 years after issuance.
+Added: The Company also granted the placement agent 38,541 warrants to purchase common stock at an exercise price of $12.16 per share, which is immediately exercisable upon issuance and expires 5.5 years after issuance.
+Added: In connection with the August Private Placement, the Company entered into a warrant amendment (the “Warrant Amendment”) with certain investors to amend certain existing warrants to purchase up to 196,542 shares of Common Stock that were previously issued in December 2022 and January 2023 to the investors, with an exercise price of $131.25 per share and $95.00 per share, respectively (the “Amended Warrants”) as follows:
+Added: (i) to reduce the exercise price of the Amended Warrants to $9.43 per share, and (ii) to extend the original expiration date of the Amended Warrants so that they will terminate five and one half years from the closing of the offering.
+Added: Immediately following the Warrant Amendment, the Company exercised warrants for 123,814 shares of common stock for proceeds of $1,167,566.
+Added: In October 2023, 975 Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), converted into 54,394 shares of common stock, par value $0.0001 per share (the “Common Stock”).
+Added: In December 2023, the Company granted 481,875 pre-funded warrants in August Private Placement, were fully sold and exercised with an exercise price of $9.73.
+Added: Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder).
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
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The 2020 Plan administrator may grant awards to any employee, director, and consultants of the company and its subsidiaries.
−Removed: To date, 27,320 grants (as adjusted for the Reverse Stock Split) have been made under the 2020 Plan and 5,680 shares remain eligible for issuance under the Plan.
+Added: To date, grants covering 1,093 shares of common stock (as adjusted for the Reverse Stock Split) have been made under the 2020 Plan and 227 shares remain eligible for issuance under the 2020 Plan.
The 2020 Plan is currently administered by the Compensation Committee of the Board as the Plan administrator.
4 unchanged sentences
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.