SEC Comment Letter for Digital Brands Group, Inc. (DBGI) (CIK 0001668010) (DBGI) — Aug 14, 2017
Digital Brands Group, Inc. (DBGI) (CIK 0001668010)
Date: Aug. 14, 2017 · CIK: 0001668010 · Accession: 0000000000-17-028600
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 August 14, 2017 Via E -mail Mark T. Lynn Chief Executive Officer Denim.LA, Inc. 8899 Beverly Blvd., Suite 600 West Hollywood, CA 90069
Re: Denim.LA, Inc. Amen dment No. 2 to Offering Statement on Form 1 -A Filed August 8 , 2017 File No. 024 -10718
Dear Mr. Lynn :
We have reviewed your amended offering statement and have the following comment. In our comment , 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 comment applies to your facts and circumstances or do not believe an amendment is appr opriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provi de in response to this comment , we may have additional comments.
Risk Factors, page 7
Investors may be subject to an Inve stment Management Agreement. . ., page 9
1. We note your response to comment 3 and reissue the comment. Please add a section to the securities being offered section specifically discussing the investment management agreement. Such disclosure should set for th the material terms of the investment management agreement, including the provisions that limit stockholder rights. For example only, we note provision 8.2.2 requires each purchaser to reimburse the manager for expenses in connection with defending a cl aim covered under the indemnification clause. Also clarify whether the investment management agreement would allow the manager to vote the securities following conversion into common stock. Clarify all fees or other forms of compensation, direct or indir ect, related to this investment management agreement.
Mark T. Lynn Denim.LA, Inc. August 14, 2017 Page 2
Please 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 August 14, 2017 Via E -mail Mark T. Lynn Chief Executive Officer Denim.LA, Inc. 8899 Beverly Blvd., Suite 600 West Hollywood, CA 90069 Re: Denim.LA, Inc. Amen dment No. 2 to Offering Statement on Form 1 -A Filed August 8 , 2017 File No. 024 -10718 Dear Mr. Lynn : We have reviewed your amended offering statement and have the following comment. In our comment , 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 comment applies to your facts and circumstances or do not believe an amendment is appr opriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provi de in response to this comment , we may have additional comments. Risk Factors, page 7 Investors may be subject to an Inve stment Management Agreement. . ., page 9 1. We note your response to comment 3 and reissue the comment. Please add a section to the securities being offered section specifically discussing the investment management agreement. Such disclosure should set for th the material terms of the investment management agreement, including the provisions that limit stockholder rights. For example only, we note provision 8.2.2 requires each purchaser to reimburse the manager for expenses in connection with defending a cl aim covered under the indemnification clause. Also clarify whether the investment management agreement would allow the manager to vote the securities following conversion into common stock. Clarify all fees or other forms of compensation, direct or indir ect, related to this investment management agreement. Mark T. Lynn Denim.LA, Inc. August 14, 2017 Page 2 Please 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 , Esq. KHLK LLP