Digital Brands announces amendment of Series D PIPE financing

Digital Brands (DBGI) Group announced that it has amended its previously reported private investment in public equity financing to provide for an additional investment of approximately $1.5M, before deducting offering fees and expenses. As previously reported by the company, on August 8, 2025 the company entered into a Securities Purchase Agreement in connection with the PIPE Financing providing for the sale and issuance of up to 14,031.25 shares of its Series D Convertible Preferred Stock to accredited investors, which shares are convertible into shares of the company’s common stock, par value $0.0001 per share, 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 initial closing under the Purchase Agreement occurred on August 13, 2025. On September 23, 2025, the company and the Initial Investors in the PIPE Financing agreed to amend the Purchase Agreement to provide for, among other things, the company’s sale and issuance of an additional 1,875shares of Series D Preferred Stock in the PIPE Financing to an additional accredited investor. The aggregate cash purchase price paid for the Series D Preferred Stock is $1,500,000, having a stated value of $2,156,250.The additional Series D Shares are subject to the same conversion terms as the shares of Series D Preferred Stock issued at the Initial Closing. The company currently anticipates closing on the sale and issuance of the Additional Series D Shares on or about September 26, 2025, which Second Closing is subject to customary closing conditions for similar transactions. Pursuant to the Amendment, the company and Initial Investors also agreed to amend the Registration Rights Agreement entered into at the Initial Closing to set the company’s deadline to file the resale registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock as December 1, 2025. RBW Capital Partners LLC acted as the placement agent in connection with the PIPE Financing.