SEC Comment Letter for Digital Brands Group, Inc. (DBGI) (CIK 0001668010) (DBGI) — Jun 13, 2016
Digital Brands Group, Inc. (DBGI) (CIK 0001668010)
Date: June 13, 2016 · CIK: 0001668010 · Accession: 0000000000-16-080285
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10535
Letter
Mail Stop 3561 June 13 , 2016 Via E -mail Mark T. Lynn Chief Executive Officer Denim.LA, Inc. 899 Beverly Blvd., Suite 600 West Hollywood, CA 90069
Re: Denim.LA, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed June 9 , 2016 File No. 024-10535
Dear Mr. Lynn :
We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appro priate, please tell us why in your response.
After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comm ents are to comments in our June 6 , 2016 letter .
General
1. We partially reissue prior comment 1. Please revise the cover page and the Form 1 -A throughout to include in this offering the common stock underlying the Series A preferred stock.
Exhibits
2. We note your disclosure on page 14 that you have obtained waivers from all major shareholders regarding their right of first offer. Please file these waivers as exhibits or tell us why you are not required to do so. See Item 17(6)(b)(i) of Form 1 -A.
Mark T. Lynn Denim.LA, Inc. June 13 , 2016 Page 2
You may contact Jonathan Burr at (202) 551-5833 or Pamela Howell at (202) 551 -3357 with any questions.
Sincerely,
/s/ Pamela Howell
for
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Mail Stop 3561 June 13 , 2016 Via E -mail Mark T. Lynn Chief Executive Officer Denim.LA, Inc. 899 Beverly Blvd., Suite 600 West Hollywood, CA 90069 Re: Denim.LA, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed June 9 , 2016 File No. 024-10535 Dear Mr. Lynn : We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appro priate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comm ents are to comments in our June 6 , 2016 letter . General 1. We partially reissue prior comment 1. Please revise the cover page and the Form 1 -A throughout to include in this offering the common stock underlying the Series A preferred stock. Exhibits 2. We note your disclosure on page 14 that you have obtained waivers from all major shareholders regarding their right of first offer. Please file these waivers as exhibits or tell us why you are not required to do so. See Item 17(6)(b)(i) of Form 1 -A. Mark T. Lynn Denim.LA, Inc. June 13 , 2016 Page 2 You may contact Jonathan Burr at (202) 551-5833 or Pamela Howell at (202) 551 -3357 with any questions. Sincerely, /s/ Pamela Howell for John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Andrew Stephenson KHLK LLP