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Item 5. Market for Registrant’s Common Equity

2025-04-09 compared with 2024-04-15 · 159 added, 79 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

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.

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.

Fiscal Quarter Ended

March 31, 2024

December 31, 2023

September 30, 2023

June 30, 2023

March 31, 2023

December 31, 2022

September 30, 2022

June 30, 2022

March 31, 2022

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.

We have never declared or paid cash dividends on our capital stock.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

In addition, the terms of any future debt agreements may preclude us from paying dividends.

As a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable future.

Recent Sales of Unregistered Securities

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.

In September 2022, the Company issued 750 shares of common stock pursuant to a consultant agreement at a fair value of $123,000.

As part of the Sundry acquisition, the Company issued 90,909 shares of common stock to the Sundry Sellers at a fair value of $1,000,000.

In connection with the December 2022 Notes, the Company issued 60,000 shares of common stock.

In connection with the April note agreement, the Company granted warrants to acquire 12,577 shares of common stock at an exercise price of $122.00 per share expiring in April 2027.

On May 10, 2022, pursuant to the Underwriting Agreement, the Company issued the Underwriters’ Warrants to purchase up to an aggregate of 14,956 shares of common stock.

The Underwriters’ Warrants may be exercised beginning on November 1, 2022 until May 5, 2027.

The initial exercise price of each Underwriters’ Warrant is $32.50 per share, which represents 130% of the public offering price.

In connection with the July 22 and July 28, 2022 notes, the Company issued an aggregate of 41,124 and 27,655 warrants to purchase common stock at an exercise price of $15.20 and $11.30 per share, respectively.

The warrants expire in July 2027.

In connection with the November 2022 public offering, the Company granted 1,650,181 pre-funded warrants which were immediately exercised for shares of common stock.

The Company also granted an additional 1,818,181 Class B Warrants and 1,818,181 Class C Warrants as part of the offering.

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.

The Company also granted the placement agent 136,364 warrants, which are exercisable 180 days after issuance and expire in five years.

In connection with the December 2022 Notes, the Company issued to the investors an aggregate of 469,480 warrants to purchase common stock at an exercise price equal to $4.26.

The warrants are immediately exercisable.

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.

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.

The Company also granted an additional 1,277,140 warrants as part of the offering.

Each warrant has an exercise price of $3.80 per share, is immediately exercisable upon issuance and expires five years after issuance.

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.

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.

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.

The warrants were immediately exercisable upon issuance and expire five years after issuance.

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.

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.

In June 2023, the Company issued 1,952,580 shares of common stock to D.

Jones at a fair value of $1,357,043 pursuant to the H&J Settlement Agreement.

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.

The Company also granted an additional 51,085 warrants as part of the offering.

Each warrant has an exercise price of $9.43 per share, is immediately exercisable upon issuance and expires five years after issuance.

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.

In connection with merchant advances (Note 6), the Company granted 6,095 warrants to purchase common stock at an exercise price of $131.25.

The warrants are immediately exercisable upon issuance and expire five years after issuance.

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.

The Company also granted an additional 1,027,750 warrants as part of the offering.

Each warrant has an exercise price of $9.43 per share, is immediately exercisable upon issuance and expires 5.5 years after issuance.

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.

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:

(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.

Immediately following the Warrant Amendment, the Company exercised warrants for 123,814 shares of common stock for proceeds of $1,167,566.

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”).

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.

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.

Securities Authorized for Issuance Under Equity Compensation Plans

We have adopted a 2020 Omnibus Incentive Stock Plan (the “2020 Plan”).

An aggregate of 1,320 shares of our common stock is reserved for issuance and available for awards under the 2020 Plan, including incentive stock options granted under the 2020 Plan.

The 2020 Plan administrator may grant awards to any employee, director, and consultants of the company and its subsidiaries.

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.

The 2020 Plan administrator has the authority to determine, within the limits of the express provisions of the 2020 Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards.

The Board may at any time amend or terminate the 2020 Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the 2020 Plan without the consent of the recipient.

No awards may be made under the 2020 Plan after the tenth anniversary of its effective date.

Awards under the 2020 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock Units, performance share or Unit awards, other stock-based awards and cash-based incentive awards.

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock is quoted on The OTC Pink Marketplace under the symbol “DBGI”.

Prior to December 18, 2024, the Company’s

common stock was listed on the Nasdaq Capital Market.

following table sets forth the high and low sale prices for our common stock as reported by The Nasdaq Stock Market (through

December 17, 2024) and OTC Markets (beginning on December 18, 2024).

The OTC Markets is a computer network that provides information on current “bids” and “asks,”

as well as volume information.

These quotations reflect inter-dealer prices, without retail

mark-up, mark-down or commission and may not necessarily represent actual transactions.

Dollar amounts included

in the table have been adjusted to reflect the Reverse Stock Splits.

First Quarter (January 1, 2023 - March 31, 2023)

Second Quarter (April 1, 2023 - June 30, 2023)

Third Quarter (July 1, 2023 - September 30, 2023)

Fourth Quarter (October 1, 2023 - December 31, 2023)

First Quarter (January 1, 2024 - March 31, 2024)

Second Quarter (April 1, 2024 - June 30, 2024)

Third Quarter (July 1, 2024 - September 30, 2024)

Fourth Quarter (October 1, 2024 - December 31, 2024)

First Quarter (January 1, 2025 - March 31, 2025)

April 8, 2025, the last reported sale price of our common stock was $9.39 per share.

There is no established public trading

market for the Units, the Warrants or the Pre-Funded Warrants.

We do not intend to apply for listing of the Units, the Warrants or

the Pre-Funded Warrants on any securities exchange or recognized trading system.

On April 9, 2025, there were 62 stockholders of record.

have never declared or paid cash dividends on our capital stock.

We currently intend to retain all of our future earnings, if any, to

finance the growth and development of our business.

In addition, the terms of any future debt agreements may preclude us from paying

As a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable

Sales of Unregistered Securities

February 2024, the Company issued an aggregate of 1,059 shares of common stock to a marketing vendor for services.

The fair value of

$173,290 or $163.50 per share as determined by the agreements, was included in sales and marketing expenses in the consolidated statements

of operations.

February 2024, the Company issued an aggregate of 311 shares of common stock to a vendor as conversion of accounts payable for a total

value of $50,975.

March 2024, 3,042 shares of Series C Convertible Preferred Stock converted into 3,840 shares of common stock.

May 3, 2024, the Company entered into that certain inducement offer to exercise common stock purchase warrants with the Investor (the

“Inducement Agreement”), pursuant to which (i) the Company agreed to lower the exercise price of the Existing Warrants to

$156.50 per share and (ii) the Investor agreed to exercise the Existing Warrants into 20,555 shares of common stock (the “Exercise

Shares”) by payment of the aggregate exercise price of $3,216,857.

The closing occurred on May 7, 2024.

The Company has issued

all of the 20,555 shares of common stock underlying the Existing Warrants.

The Company received the entire gross proceeds of $3,216,857

in May 2024, which represents the exercise of the entire 20,555 warrants at the $156.50 exercise price.

The Company received net proceeds

of $2,877,475 after placement agent fees and expenses.

In addition, pursuant to the Inducement Agreement, the Company issued to the Investor

a Series A-1 common share purchase warrant to purchase up to 20,555 shares of Common Stock (“Series A-1 Warrant”) and Series

B-1 common share purchase warrant to purchase up to 20,555 shares of Common Stock (“Series B-1 Warrant”, and collectively

with the Series A-1 Warrant, the “Warrants”) on May 7, 2024, each at an initial exercise price equal to $144 per share of

Common Stock.

The Series A-1 Warrant are exercisable immediately upon issuance and expires five and one-half (5.5) years following the

issuance date and the Series B-1 Warrant are exercisable immediately upon issuance and expires fifteen (15) months following the issuance

In connection with the Inducement Agreement, we entered into an engagement agreement with H.C.

Wainwright & Co., LLC (“Wainwright”),

pursuant to which we have, among other things, issued to Wainwright’s designees warrants to purchase up to 1,541 shares of Common

Stock (the “Wainwright Warrants”).

The terms of the Wainwright Warrants are substantially the same as the terms of the Series

A-1 Warrant except that they have an exercise price of $195.63 per share.

July 2024, the Company issued 1,210 shares of common stock to a vendor for services rendered for a total value of $172,501.

July 2024, 299 shares of Series C Convertible Preferred Stock converted into 333 shares of common stock.

August 2024, 101 shares of Series C Convertible Preferred Stock converted into 112 shares of common stock.

August 2024, the Company issued 2,120 shares of common stock to a commercial debt holder in satisfaction of $313,816 of debt.

October 3, 2024 and October 15, 2024, the Company issued 26,226 shares of the Company’s common stock (the “Shares”)

to a certain note holder upon conversion of a portion of their promissory note originally issued by the Company on or around October

1, 2023 (the “Note”).

On October 16, 2024, the Company became aware that the issuance of the Shares was in error and not

permitted under the terms of the Note due to the requirement thereunder that stockholder approval be obtained prior to the issuance of

more than 19.9% of the Company’s pre-transaction shares outstanding upon conversion(s) of the Note, as referenced and specifically

required under Nasdaq Listing Rule 5635(d).

The Company then notified the note holder that the Shares must be returned to the Company’s

transfer agent for cancellation.

On November 5, 2024, the holder facilitated the cancellation of 26,226 shares of the Company’s

common stock in accordance with the Company’s remediation plan.

The Company communicated with The Nasdaq Stock Market LLC regarding

the aforementioned erroneous issuance of the Shares and subsequent remediation actions.

The Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC considered the Company’s non-compliance with Nasdaq Listing Rule 5635(d) as an additional basis

for the delisting of the Company’s securities from Nasdaq.

or around January 17, 2025, the Company closed a private placement pursuant to a securities purchase agreement with a certain accredited

investor, pursuant to which the Company agreed to issue and sell, in a private placement, a promissory note in the principal amount of

$121,900.00 (the “January 2025 Note”).

The January 2025 Note is convertible into common stock upon default at a conversion

price equal to 61% of the lowest closing bid price during the ten trading days prior to the conversion date.

The January 2025 Note provides

that the total number of shares of common stock that may be issued upon conversion thereof shall not exceed 19.99% of the shares of Common

Stock outstanding as of the issuance date of the January 2025 Note.

or around January 20, 2025, the Company entered into a vendor agreement (the “Vendor Agreement”) with MavDB Consulting LLC

(the “Vendor”).

The engagement of the Vendor is for a five (5) year period and the vendor services to be provided include,

but are not limited to, product content production, social media marketing, engagement of influencers and student athletes for product

awareness, and event and staffing costs (the “Services”).

In consideration for the Services, the Company will pay the Vendor

a vendor fee equal to $3,000,000 (the “Cash Fee”) within thirty calendar days after the date of the Vendor Agreement (the

“Payment Period”), provided, however, that Vendor may elect to receive the Vendor Shares (as defined below) and/or Vendor

Pre-Funded Warrants (as defined below) as described below in lieu of the Cash Fee by providing written notice to the Company of such

election during the Payment Period (the “Written Notice”).

The “Vendor Shares” shall mean a number of Common

Stock equal to the Cash Fee divided by $1.45, provided, however, if the issuance of any of the Vendor Shares would cause the Vendor to

exceed 4.99% of the of the outstanding Common Stock, as determined in accordance with Section 16 of the Exchange Act and the regulations

promulgated thereunder, then the Company shall instead issue to Vendor pre-funded warrants (the “Vendor Pre-Funded Warrants”)

for the purchase of the amount of Vendor Shares in excess of the beneficial ownership limitation, provided, further, that if the Vendor

specifies in the Written Notice that the Vendor elects to receive Vendor Pre-Funded Warrants in lieu of the entire amount of the Vendor

Shares, then the Company shall instead issue to Vendor the Vendor Pre-Funded Warrants to purchase the entire amount of the Vendor Shares.

The Vendor delivered the Written Notice to the Company during the Payment Period and the Company issued the Vendor Pre-Funded Warrants

for the purchase of 2,068,965 shares of Common Stock to Vendor on January 21, 2025.

Vendor Pre-Funded Warrants have an initial exercise price per share of Common Stock equal to $0.01.

The Vendor Pre-Funded Warrants are

immediately exercisable and will expire five (5) years after the issuance date of the Vendor Pre-Funded Warrants.

The exercise price

and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share

splits, reorganizations or similar events.

The Vendor Pre-Funded Warrants will be exercisable, at the option of the Vendor, in whole

or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock

purchased upon such exercise (except in the case of a cashless exercise).

The Vendor (together with its affiliates) may not exercise

any portion of the Vendor Pre-Funded Warrants to the extent that the Vendor would own more than 4.99% of the outstanding shares of Common

Stock immediately after exercise, except that upon at least 61 days’ prior notice from the Vendor to us, the Vendor may increase

the amount of beneficial ownership of outstanding shares after exercising the Vendor’s Pre-Funded Warrants up to 9.99% of the number

of our shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined

in accordance with the terms of the Vendor Pre-Funded Warrants.

In lieu of making the cash payment otherwise contemplated to be made

to us upon such exercise in payment of the aggregate exercise price, the Vendor may elect instead to receive upon such exercise (either

in whole or in part) the number of shares of Common Stock determined according to a formula set forth in the Vendor Pre-Funded Warrants.

January 22, 2025, the Company issued a promissory note in the principal amount of $260,000.00 (the “Second Note”) to an accredited

investor (“Investor”), pursuant to which the Investor made a loan to the Company.

The Second Note carries an original issue

discount of $60,000.00, and accordingly the purchase price of the Second Note is $200,000.00.

The Second Note matures on April 22, 2025,

and contains customary events of default.

Upon the occurrence of any event of default under the Second Note, the Second Note will become

immediately due and payable in an amount equal to the outstanding principal and accrued interest under the Second Note plus default interest

at the rate of sixteen percent (16%) per annum.

Authorized for Issuance Under Equity Compensation Plans

have adopted a 2020 Omnibus Incentive Stock Plan (the “2020 Plan”).

An aggregate of 26 shares of our common stock is reserved

for issuance and available for awards under the 2020 Plan, including incentive stock options granted under the 2020 Plan.

The 2020 Plan

administrator may grant awards to any employee, director, and consultants of the company and its subsidiaries.

To date, grants covering

22 shares of common stock have been made under the 2020 Plan and 4 shares remain eligible for

issuance under the 2020 Plan.

2020 Plan is currently administered by the Compensation Committee of the Board as the Plan administrator.

The 2020 Plan administrator

has the authority to determine, within the limits of the express provisions of the 2020 Plan, the individuals to whom awards will be

granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards.

The Board may at any

time amend or terminate the 2020 Plan, provided that no such action may be taken that adversely affects any rights or obligations with

respect to any awards previously made under the 2020 Plan without the consent of the recipient.

No awards may be made under the 2020

Plan after the tenth anniversary of its effective date.

under the 2020 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”),

restricted shares of common stock, restricted stock Units, performance share or Unit awards, other stock-based awards and cash-based

incentive awards.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity