# Digital Brands Group, Inc. (DBGI) — restructuring/exchange_offer [expired]
Source: SEC API (secapi.ai) · situation sit_c4e954ba4e85154547df · retrieved 2026-08-11T15:48:44.299Z

## Overview
Digital Brands Group, Inc. is a retail apparel and accessory company (SIC 5600) that operates through various brand and retail channels.

Digital Brands Group, Inc. entered into a Securities Purchase Agreement on July 23, 2026, to issue an unsecured convertible promissory note with a principal amount of $3,529,412 (representing a $3,000,000 subscription amount divided by 0.85). The Note matures on January 23, 2027, with scheduled repayments of $1,000,000 each on October 23, November 23, and December 23, 2026, and $529,412 on January 23, 2027. The Note is convertible into common stock at a conversion price equal to the greater of 90% of the lowest closing price during the five trading days prior to conversion or a floor price, subject to a Nasdaq 19.99% beneficial ownership cap. Concurrently, the Company entered into an Equity Line of Credit (ELOC) with the Purchaser providing the right to sell up to $100,000,000 of common stock at 95% of the lowest daily VWAP, subject to volume limitations and a 19.99% exchange cap. The Company engaged Aegis Capital Corp. as placement agent, paying a 3.0% commission on the $3,000,000 subscription amount and 3.0% on Put Shares sold under the ELOC. Proceeds are intended for general working capital and to repay certain liabilities.

## Terms
- Counterparty: Purchaser (identified on signature page); Aegis Capital Corp. (placement agent) · Deal value: $3.5M · Consideration: cash

## Key dates
- Expiry 2029-07-23 · Expected close 2026-07-23 · Expired 2026-07-24

## Timeline
- 2026-07-24 · 8-K (0001493152-26-034517): 8-K - Digital Brands Group, Inc. — *Digital Brands Group, Inc. is a retail apparel and accessory company (SIC 5600) that operates through various brand and retail channels.* Digital Brands Group, Inc. entered into a Securities Purchase Agreement on July 23, 2026, to issue an unsecured convertible promissory note with a principal amount of $3,529,412 (representing a $3,000,000 subscription amount divided by 0.85). The Note matures on January 23, 2027, with scheduled repayments of $1,000,000 each on October 23, November 23, and December 23, 2026, and $529,412 on January 23, 2027. The Note is convertible into common stock at a conversion price equal to the greater of 90% of the lowest closing price during the five trading days prior to conversion or a floor price, subject to a Nasdaq 19.99% beneficial ownership cap. Concurrently, the Company entered into an Equity Line of Credit (ELOC) with the Purchaser providing the right to sell up to $100,000,000 of common stock at 95% of the lowest daily VWAP, subject to volume limitations and a 19.99% exchange cap. The Company engaged Aegis Capital Corp. as placement agent, paying a 3.0% commission on the $3,000,000 subscription amount and 3.0% on Put Shares sold under the ELOC. Proceeds are intended for general working capital and to repay certain liabilities.
  https://www.sec.gov/Archives/edgar/data/1668010/0001493152-26-034517.txt

## Citations
- 0001493152-26-034517 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226034517