Digital Brands Enters into Securities Purchase Agreement for $11.225 Million Private Placement with Select Investors

Rhea-AI Summary

Digital Brands Group (OTCQX: DBGI) has secured a significant $11.225 million PIPE financing through a securities purchase agreement with select investors. The company will issue 14,031.25 shares of Series D Convertible Preferred Stock with a stated value of $14,031,250.

The Series D Preferred Stock is convertible into common stock at 80% of the lowest closing price over five trading days prior to conversion, subject to beneficial ownership limitations. RBW Capital Partners LLC, a division of Dawson James Securities, served as the placement agent. The securities are being offered exclusively to accredited investors and will require registration with the SEC for resale.

Positive

• Secured significant funding of $11.225 million through PIPE financing
• Preferred stock conversion price at 20% discount to market provides potential upside for investors

Negative

• Potential dilution for existing shareholders upon conversion of preferred stock
• Conversion price tied to lowest closing price over 5 days could create downward pressure on stock

Austin, TX, Aug. 09, 2025 (GLOBE NEWSWIRE) -- Digital Brands Group, Inc. (OTCQX: DBGI) (“DBG” or the “Company”), a publicly traded company specializing in eCommerce and Fashion, today announced that it has entered into a private investment in public equity (“PIPE”) financing agreement with select investors (the “Investors”) for gross proceeds of approximately $11,225,000.00, after deducting placement agent fees and offering expenses.

Pursuant to the terms of the securities purchase agreement dated August 8, 2025 (the “Purchase Agreement”), the Company has agreed to sell, and the Investors have agreed to purchase, up to 14,031.25shares of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), subject to beneficial ownership limitations set by the Investors, at a conversion price equal to 80% of the lowest closing price of the Common Stock for each of the five trading days immediately prior to such conversion. The aggregate cash purchase price for the Series D Preferred Stock was $11,225,000, having a stated value of $14,031,250.

RBW Capital Partners LLC (a division of Dawson James Securities, Inc,) acted as the placement agent in connection with the PIPE financing. 

The securities being offered and sold by the Company in the PIPE financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Series D Preferred Stock.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Digital Brands Group

We offer a wide variety of apparel through numerous brands on a direct-to-consumer and wholesale basis. We have created a business model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer’s “closet share” by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.

Digital Brands Group, Inc. Company Contact
Hil Davis, CEO

Email: invest@digitalbrandsgroup.co
https://ir.digitalbrandsgroup.co

Caution Regarding Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law.

FAQ

What is the size of Digital Brands Group's (DBGI) recent PIPE financing?

Digital Brands Group secured $11.225 million in gross proceeds through a PIPE financing agreement with select investors.

What are the conversion terms for DBGI's Series D Preferred Stock?

The Series D Preferred Stock is convertible into common stock at 80% of the lowest closing price over the five trading days immediately prior to conversion, subject to ownership limitations.

How many Series D Preferred shares is DBGI issuing in the private placement?

DBGI is issuing 14,031.25 shares of Series D Convertible Preferred Stock with a stated value of $14,031,250.

Who acted as the placement agent for DBGI's PIPE financing?

RBW Capital Partners LLC, a division of Dawson James Securities, Inc., acted as the placement agent for the PIPE financing.

Will DBGI's new preferred shares be immediately tradeable?

No, the shares must first be registered with the SEC. DBGI has agreed to file registration statements covering the resale of shares issuable upon conversion of the Series D Preferred Stock.