Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, Sellers, as the holders of all of the outstanding
membership interests of Sundry, will exchange all of such membership interests
for (i)
Of the
The Agreement contains customary representations, warranties and covenants by the Company, the Sellers and Sundry. The closing of the Acquisition is subject to customary closing conditions and financing and there is no assurance that we will be able to complete the Acquisition.
A copy of the Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
Certain statements included in this release are "forward-looking statements"
within the meaning of the federal securities laws, including statements
regarding the acquisition and the ability to meet the closing conditions
required to complete the acquisition. Forward-looking statements are made based
on our expectations and beliefs concerning future events impacting DBG and
therefore involve several risks and uncertainties. You can identify these
statements by the fact that they use words such as "will," "anticipate,"
"estimate," "expect," "should," and "may" and other words and terms of similar
meaning or use of future dates, however, the absence of these words or similar
expressions does not mean that a statement is not forward-looking. All
statements regarding DBG's plans, objectives, projections and expectations
relating to DBG's operations or financial performance, and assumptions related
thereto are forward-looking statements. We caution that forward-looking
statements are not guarantees and that actual results could differ materially
from those expressed or implied in the forward-looking statements. DBG
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. Potential risks and uncertainties that could cause
the actual results of operations or financial condition of DBG to differ
materially from those expressed or implied by forward-looking statements
include, but are not limited to: risks arising from the widespread outbreak of
an illness or any other communicable disease, or any other public health crisis,
including the coronavirus (COVID-19) global pandemic; the level of consumer
demand for apparel and accessories; disruption to DBG's distribution system; the
financial strength of DBG's customers; fluctuations in the price, availability
and quality of raw materials and contracted products; disruption and volatility
in the global capital and credit markets; DBG's response to changing fashion
trends, evolving consumer preferences and changing patterns of consumer
behavior; intense competition from online retailers; manufacturing and product
innovation; increasing pressure on margins; DBG's ability to implement its
business strategy; DBG's ability to grow its wholesale and direct-to-consumer
businesses; retail industry changes and challenges; DBG's and its vendors'
ability to maintain the strength and security of information technology systems;
the risk that DBG's facilities and systems and those of our third-party service
providers may be vulnerable to and unable to anticipate or detect data security
breaches and data or financial loss; DBG's ability to properly collect, use,
manage and secure consumer and employee data; stability of DBG's manufacturing
facilities and foreign suppliers; continued use by DBG's suppliers of ethical
business practices; DBG's ability to accurately forecast demand for products;
continuity of members of DBG's management; DBG's ability to protect trademarks
and other intellectual property rights; possible goodwill and other asset
impairment; DBG's ability to execute and integrate acquisitions; changes in tax
laws and liabilities; legal, regulatory, political and economic risks; adverse
or unexpected weather conditions; DBG's indebtedness and its ability to obtain
financing on favorable terms, if needed, could prevent DBG from fulfilling its
financial obligations; and climate change and increased focus on sustainability
issues. More information on potential factors that could affect DBG's financial
results is included from time to time in DBG's public reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 1.1 Membership Interest Purchase Agreement, datedJanuary 18, 2022 , by and amongDigital Brands Group, Inc. andMoise Emquies ,George Levy ,Matthieu Leblan andCarol Ann Emquies 99.1 Press release, datedJanuary 20, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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