SEC Comment Letter for Digital Brands Group, Inc. (DBGI) (CIK 0001668010) (DBGI) — Aug 25, 2017
Digital Brands Group, Inc. (DBGI) (CIK 0001668010)
Date: Aug. 25, 2017 · CIK: 0001668010 · Accession: 0000000000-17-030120
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 August 25, 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. 3 to Offering Statement on Form 1 -A Filed August 16 , 2017 File No. 024 -10718
Dear Mr. Lynn :
We have reviewed your amended offering statement and have the following comment s. In our comment s, 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 s 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 provi de in response to these comment s, we may have additional comments.
General
1. We have referred your filing to the Division of Investment Management. The Division of Investment Management is reviewing your response. We may have further comment.
Securities Being Offered, page 35
2. We note that the subscription agreement makes investors a party to the Investors’ Rights Agreemen t, the First Refusal Agreement, and the Voting Agreement. Please revise the Securities Being Offered section to clearly disclose all material terms of these agreements that would be material to investors.
Investment Management Agreement, page 43
3. We note your response to comment 1 and reissue the comment. Please disclose the material terms of your investment management agreement. For example only, a
Mark T. Lynn Denim.LA, Inc. August 25, 2017 Page 2
discussion surrounding the requirements of when a super majority vote is required instead of a majority v ote and the applicability of the agreement to transferees appears to be material to investors. Also, clarify what is meant by the ability to exercise and/or waive every right, power and authority with respect to these securities. Clarify whether this could allow the manager to force the sale of these securities. Additionally, we note your statement that there are no additional fees to the investor. Please clarify all fees and other forms of compensation, direct or indirect, payable by the company or inv estors that are related to this investment management agreement.
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 25, 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. 3 to Offering Statement on Form 1 -A Filed August 16 , 2017 File No. 024 -10718 Dear Mr. Lynn : We have reviewed your amended offering statement and have the following comment s. In our comment s, 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 s 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 provi de in response to these comment s, we may have additional comments. General 1. We have referred your filing to the Division of Investment Management. The Division of Investment Management is reviewing your response. We may have further comment. Securities Being Offered, page 35 2. We note that the subscription agreement makes investors a party to the Investors’ Rights Agreemen t, the First Refusal Agreement, and the Voting Agreement. Please revise the Securities Being Offered section to clearly disclose all material terms of these agreements that would be material to investors. Investment Management Agreement, page 43 3. We note your response to comment 1 and reissue the comment. Please disclose the material terms of your investment management agreement. For example only, a Mark T. Lynn Denim.LA, Inc. August 25, 2017 Page 2 discussion surrounding the requirements of when a super majority vote is required instead of a majority v ote and the applicability of the agreement to transferees appears to be material to investors. Also, clarify what is meant by the ability to exercise and/or waive every right, power and authority with respect to these securities. Clarify whether this could allow the manager to force the sale of these securities. Additionally, we note your statement that there are no additional fees to the investor. Please clarify all fees and other forms of compensation, direct or indirect, payable by the company or inv estors that are related to this investment management agreement. 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