Digital Brands Group(DBGI) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements – Unaudited This section presents the unaudited condensed consolidated financial statements and accompanying notes for the periods ended June 30, 2023 Condensed Consolidated Balance Sheets Balance Sheet Summary | Metric | June 30, 2023 | December 31, 2022 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Assets | | | | | | Total current assets | $6,613,944 | $8,829,393 | $(2,215,449) | -25.1% | | Total assets | $27,552,558 | $33,738,055 | $(6,185,497) | -18.3% | | Liabilities | | | | | | Total current liabilities | $22,651,462 | $40,893,791 | $(18,242,329) | -44.6% | | Total liabilities | $23,128,598 | $41,191,229 | $(18,062,631) | -43.8% | | Stockholders' Equity (Deficit) | | | | | | Total stockholders' equity (deficit) | $4,423,960 | $(7,453,174) | $11,877,134 | 159.4% | - The company's working capital deficit improved from $(32,064,398) as of December 31, 2022, to $(16,037,518) as of June 30, 2023, primarily due to a significant reduction in current liabilities[8][19] Condensed Consolidated Statements of Operations Three Months Ended June 30 | Metric | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | Change (Absolute) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Net revenues | $4,493,424 | $2,649,432 | $1,843,992 | 69.6% | | Gross profit | $2,336,075 | $1,112,729 | $1,223,346 | 109.9% | | Gross margin | 52.0% | 42.0% | 10.0% | 23.8% | | Income (loss) from operations | $7,620,959 | $(10,645,714) | $18,266,673 | 171.6% | | Net income (loss) from continuing operations | $6,536,311 | $(9,482,520) | $16,018,831 | 168.9% | | Net income (loss) | $5,044,261 | $(9,533,924) | $14,578,185 | 152.9% | | Basic EPS from continuing operations | $1.06 | $(26.47) | $27.53 | 104.0% | | Diluted EPS from continuing operations | $0.31 | $(26.47) | $26.78 | 101.2% | Six Months Ended June 30 | Metric | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | Change (Absolute) | Change (%) | | :----------------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Net revenues | $8,869,803 | $5,278,562 | $3,591,241 | 68.0% | | Cost of net revenues | $4,540,488 | $3,552,396 | $988,092 | 27.8% | | Gross profit | $4,329,315 | $1,726,166 | $2,603,149 | 150.8% | | Gross margin | 48.8% | 32.7% | 16.1% | 49.2% | | Income (loss) from operations | $4,098,651 | $(16,123,555) | $20,222,206 | 125.4% | | Net income (loss) from continuing operations | $470,415 | $(17,200,792) | $17,671,207 | 102.7% | | Net income (loss) | $(1,092,088) | $(17,366,866) | $16,274,778 | 93.7% | | Basic EPS from continuing operations | $0.08 | $(69.95) | $70.03 | 100.1% | | Diluted EPS from continuing operations | $0.02 | $(69.95) | $69.97 | 100.0% | Condensed Consolidated Statements of Stockholders' Deficit Stockholders' Equity (Deficit) Summary | Metric | June 30, 2023 | December 31, 2022 | Change (Absolute) | Change (%) | | :--------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Common Stock Shares | 7,927,549 | 4,468,939 | 3,458,610 | 77.4% | | Common Stock Amount | $793 | $447 | $346 | 77.4% | | Additional Paid-in Capital | $109,262,570 | $96,293,694 | $12,968,876 | 13.5% | | Accumulated Deficit | $(104,839,404) | $(103,747,316) | $(1,092,088) | 1.1% | | Total Stockholders' Equity (Deficit) | $4,423,960 | $(7,453,174) | $11,877,134 | 159.4% | Condensed Consolidated Statements of Cash Flows Cash Flow Summary | Cash Flow Activity | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | Change (Absolute) | Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------- | | Net cash used in operating activities | $(2,981,446) | $(6,609,470) | $3,628,024 | 54.9% | | Net cash provided by investing activities | $41,331 | $0 | $41,331 | N/A | | Net cash provided by financing activities | $1,999,969 | $6,883,800 | $(4,883,831) | -70.9% | | Net change in cash and cash equivalents | $(940,146) | $274,330 | $(1,214,476) | -442.7% | | Cash and cash equivalents at end of period | $335,470 | $802,724 | $(467,254) | -58.2% | Notes to Condensed Consolidated Financial Statements NOTE 1: NATURE OF OPERATIONS DBG operates a collection of lifestyle apparel brands and recently disposed of its Harper & Jones (H&J) brand - DBG operates as a curated collection of lifestyle apparel brands, including Bailey 44, DSTLD, Harper & Jones, Stateside, and ACE Studios, utilizing direct-to-consumer and wholesale distribution[14] - The company completed the acquisition of Sundry on December 30, 2022[17] - On June 21, 2023, DBG disposed of Harper & Jones (H&J) through a settlement agreement, transferring 100% membership interest to D Jones Tailored Collection, Ltd in exchange for a cash payment and common stock[18] NOTE 2: GOING CONCERN Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses and a significant working capital deficit - The company has sustained net losses of $1,092,088 and $17,366,866 for the six months ended June 30, 2023 and 2022, respectively[19] - As of June 30, 2023, the company had a working capital deficit of $16,037,518[19] - The company's ability to continue as a going concern is dependent on generating sufficient cash flows from operations or obtaining additional capital financing, with no assurance of success[20] NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note details key accounting policies, including consolidation principles, fair value measurements, and goodwill impairment - A one-for-100 reverse stock split became effective on November 3, 2022, retroactively adjusting all share and per share amounts[23] - The company ceased consolidating H&J's accounts as of June 21, 2023, following its disposition[26] Contingent Consideration | Item | June 30, 2023 | December 31, 2022 | | :------------------------ | :------------ | :---------------- | | Contingent consideration | $0 | $12,098,475 | | - Bailey | $0 | $10,698,475 | | - Harper & Jones | $0 | $1,400,000 | - The company recorded a gain of $10,698,475 from the Norwest Waiver and $1,400,000 from the H&J Settlement due to the fair value of contingent consideration becoming $0[39][40] Inventory | Inventory Category | June 30, 2023 | December 31, 2022 | | :----------------- | :------------ | :---------------- | | Raw materials | $1,508,416 | $1,611,134 | | Work in process | $653,412 | $888,643 | | Finished goods | $2,609,443 | $2,622,787 | | Total Inventory | $4,771,271 | $5,122,564 | - In 2022, the company recorded an impairment loss of $3,667,000 for brand name assets and $11,872,332 for goodwill, primarily due to reduced revenues and liabilities exceeding assets for Bailey44 and H&J[46] NOTE 4: DISCONTINUED OPERATIONS The disposition of Harper & Jones (H&J) on June 21, 2023, resulted in a loss on disposition of $1,523,940 - The H&J Settlement on June 21, 2023, involved a $229,000 cash payment and the issuance of 1,952,580 common shares (fair value $1,357,043) to D Jones Tailored Collection, Ltd for 100% of H&J's membership interest[53][54] - The disposition of H&J resulted in a loss of $1,523,940, recorded in income (loss) from discontinued operations[54][55] H&J Discontinued Operations Summary | Metric (H&J Discontinued Operations) | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net revenues | $686,627 | $1,089,569 | $1,405,482 | $1,892,849 | | Gross profit | $394,520 | $760,654 | $839,861 | $1,287,436 | | Net income (loss) | $(1,492,050) | $(51,404) | $(1,562,503) | $(166,074) | NOTE 5: DUE FROM FACTOR The net amount due from factor decreased to $438,142 as of June 30, 2023, from $839,400 at year-end 2022 Due from Factor, Net | Item | June 30, 2023 | December 31, 2022 | | :------------------------ | :------------ | :---------------- | | Outstanding receivables: Without recourse | $774,264 | $1,680,042 | | Outstanding receivables: With recourse | $50,979 | $65,411 | | Matured funds and deposits | $92,399 | $81,055 | | Advances | $(411,753) | $(632,826) | | Credits due customers | $(67,747) | $(354,282) | | Total Due from factor, net | $438,142 | $839,400 | NOTE 6: GOODWILL AND INTANGIBLE ASSETS Goodwill remained stable at $9.0 million, while net intangible assets decreased to $11.4 million due to amortization and the H&J disposition Goodwill by Business Combination | Goodwill by Business Combination | June 30, 2023 | December 31, 2022 | | :------------------------------- | :------------ | :---------------- | | Bailey | $3,158,123 | $3,158,123 | | Stateside | $2,104,056 | $2,104,056 | | Sundry | $3,711,322 | $3,711,322 | | Total Goodwill | $8,973,501 | $8,973,501 | - The company derecognized $1,130,311 in goodwill and $1,246,915 in intangible assets due to the H&J disposition[59][60] Intangible Assets Summary (June 30, 2023) | Intangible Assets (June 30, 2023) | Gross Amount | Accumulated Amortization | Carrying Value | | :-------------------------------- | :----------- | :----------------------- | :------------- | | Customer relationships (Amortized) | $9,734,560 | $(4,155,129) | $5,579,431 | | Brand name (Indefinite-lived) | $5,841,880 | — | $5,841,880 | | Total Intangible Assets, net | $15,576,440 | $(4,155,129) | $11,421,311 | - Amortization expense for intangible assets was $804,924 for Q2 2023 (vs $537,812 in 2022) and $1,759,277 for H1 2023 (vs $1,075,625 in 2022)[61] NOTE 7: LIABILITIES AND DEBT This note details changes in liabilities, including debt repayments, conversions, and new promissory note issuances Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities | June 30, 2023 | December 31, 2022 | | :------------------------------------- | :------------ | :---------------- | | Accrued expenses | $503,927 | $668,714 | | Reserve for returns | — | $307,725 | | Payroll related liabilities | $4,009,812 | $2,618,870 | | Sales tax liability | $277,800 | $262,765 | | Other liabilities | $247,398 | $78,845 | | Total | $5,038,937 | $3,936,920 | - Payroll liabilities as of June 30, 2023, included $1,288,048 in payroll taxes due to federal and state authorities, subject to penalties and interest[62] - The $4,000,000 principal of the December Notes was fully repaid in February 2023, resulting in a $689,100 loss on extinguishment of debt[68][69] - The $5,500,000 Sundry Promissory Note and accrued interest of $259,177 were cancelled on June 21, 2023, in exchange for 5,761 shares of Series C Convertible Preferred Stock[75] - In March 2023, the company issued $2,458,750 in new promissory notes (March 2023 Notes) with an original issue discount of $608,750, receiving net proceeds of $1,850,000[76] Promissory Notes Payable, Net | Promissory Notes Payable, Net | June 30, 2023 | December 31, 2022 | | :---------------------------- | :------------ | :---------------- | | Bailey Note | $3,500,000 | $3,500,000 | | Sundry Note | — | $5,500,000 | | March 2023 Notes - principal | $2,458,750 | — | | March 2023 Notes - unamortized debt discount | $(344,911) | — | | Total Promissory note payable, net | $5,613,839 | $9,000,000 | NOTE 8: STOCKHOLDERS' DEFICIT This section details changes in stockholders' equity, including common and preferred stock issuances and warrant activity - In January 2023, the company completed a private placement, issuing 1,277,140 shares of common stock and warrants, generating gross proceeds of $5.0 million and net proceeds of $4.3 million[78][80] - The company issued 1 share of Series B Preferred Stock to its CEO for $25,000, granting 250,000,000 votes per share exclusively for reverse stock split proposals[84][85] - On June 21, 2023, 5,761 shares of Series C Convertible Preferred Stock were issued to Sundry Investors at $1,000 per share, in consideration for the cancellation of $5,500,000 in promissory notes and accrued interest[88][90] - Each Series C Preferred Stock share is convertible into common stock at a conversion price of $0.717[96] NOTE 9: RELATED PARTY TRANSACTIONS Net repayments to related parties totaled $57,427 for the first half of 2023, reducing the outstanding balance to $472,790 - Net repayments for amounts due to related parties were $57,427 for the six months ended June 30, 2023, compared to $172,036 in the prior year[98] - As of June 30, 2023, amounts due to related parties were $472,790, down from $556,225 at December 31, 2022[99] NOTE 10: SHARE-BASED PAYMENTS Warrant and stock option activity resulted in a stock-based compensation expense of $207,094 for the first half of 2023 Warrant Activity | Warrant Activity | Common Stock Warrants | Weighted Average Exercise Price | | :----------------------- | :-------------------- | :------------------------------ | | Outstanding - Dec 31, 2022 | 4,418,320 | $8.37 | | Granted | 2,327,446 | $3.98 | | Exercised | (802,140) | $3.92 | | Outstanding - June 30, 2023 | 5,943,626 | $7.25 | - Stock-based compensation expense was $101,500 for Q2 2023 (vs $119,759 in 2022) and $207,094 for H1 2023 (vs $258,852 in 2022)[105] - Total unrecognized compensation cost related to non-vested stock option awards was $370,907 as of June 30, 2023, to be recognized over a weighted average period of 0.9 years[105] NOTE 11: LEASE OBLIGATIONS The company extended two lease agreements, recognizing new right-of-use assets and liabilities, while total rent expense decreased significantly - In January 2023, the company extended its corporate office and distribution center lease, recognizing a right-of-use asset and liability of $467,738[106] - In May 2023, a showroom lease extension resulted in a right-of-use asset and liability of $125,397[107] - Total rent expense for the six months ended June 30, 2023, was $210,265, a significant decrease from $469,482 in 2022[110] NOTE 12: CONTINGENCIES The company is involved in several legal proceedings, primarily related to vendor trade payables and a disputed retail lease - The company faces vendor lawsuits totaling approximately $43,501 (March 2023) and $182,400 (February 2023) related to trade payables[111][112] - A lawsuit against Bailey 44 regarding a retail store lease, initially $1.5 million, has been updated to $450,968, which the company is disputing[116] - All claims where management believes liability is probable are included in accounts payable and accrued expenses[117] NOTE 13: INCOME TAXES A full valuation allowance is required against net deferred tax assets due to a history of cumulative losses - The company uses a discrete effective tax rate method for interim periods due to potential significant changes in the estimated annual effective tax rate[119] - A full valuation allowance is required against net deferred tax assets due to cumulative losses and no history of generating taxable income[120] NOTE 14: SUBSEQUENT EVENTS The maturity date of the Bailey Note was extended subsequent to the reporting period - On July 5, 2023, the maturity date of the Bailey Note was extended to June 30, 2024[121] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial results, highlighting revenue growth from the Sundry acquisition, liquidity challenges, and operational trends Business Overview The company operates an omnichannel apparel business and is addressing Nasdaq listing requirements through a proposed reverse stock split - The company is seeking stockholder approval for a reverse stock split (1-for-2.5 to 1-for-50) to comply with Nasdaq's minimum bid price requirement, with potential delisting if not approved[127][211] - On June 21, 2023, the company disposed of Harper & Jones (H&J) by transferring 100% membership interest to D Jones Tailored Collection, Ltd in exchange for a cash payment of $229,000 and 1,952,580 shares of common stock[128] - Digital Brands Group operates a curated collection of lifestyle brands (Bailey 44, DSTLD, Stateside, Sundry, ACE Studios) through direct-to-consumer and wholesale distribution, aiming for 'closet share' and operational efficiencies[130][134] - The company's strategy involves leveraging a physical footprint for customer acquisition and brand awareness, while using digital marketing for retention and targeted new customer acquisition, supported by data analysis to manage inventory and promotions[132][133] Material Trends, Events and Uncertainties The company is subject to global supply chain disruptions and seasonal fluctuations, with stronger performance typically in the second half of the year - Global supply chain disruptions have led to increased costs for raw materials (10-100%), shipping (25-300%), and labor (5-25%), along with extended transit times (two weeks to two months)[137][138] - The company's operating results are subject to seasonality, with stronger performance historically in the second half of the calendar year[137] Components of Our Results of Operations This section defines key financial components, including revenue sources, cost of revenue, and various operating expenses - Net revenues are generated through direct-to-consumer websites and wholesale channels (specialty stores, department stores) for brands like DSTLD, Bailey, Stateside, and Sundry[138][139] - Cost of net revenue includes direct merchandise costs, inventory shrinkage, obsolescence adjustments, duties, and inbound freight[140] - Operating expenses encompass general and administrative (payroll, professional fees, depreciation), sales and marketing (digital advertising, commissions), distribution (logistics, packaging, shipping), and changes in fair value of contingent consideration[141][142][143][145][146] Results of Operations The company's financial performance improved significantly, driven by the Sundry acquisition and a favorable change in contingent consideration Three Months Ended June 30, 2023 vs. 2022 | Metric | 2023 | 2022 | Change (Absolute) | Change (%) | | :----------------------------------- | :----------- | :----------- | :---------------- | :--------- | | Net revenues | $4,493,424 | $2,649,432 | $1,843,992 | 69.6% | | Gross profit | $2,336,075 | $1,112,729 | $1,223,346 | 109.9% | | Gross margin | 52.0% | 42.0% | 10.0% | 23.8% | | Operating expenses | $(5,284,884) | $11,758,443 | $(17,043,327) | -144.9% | | Net income (loss) from continuing operations | $6,536,311 | $(9,482,520) | $16,018,831 | 168.9% | Six Months Ended June 30, 2023 vs. 2022 | Metric | 2023 | 2022 | Change (Absolute) | Change (%) | | :----------------------------------- | :----------- | :----------- | :---------------- | :--------- | | Net revenues | $8,869,803 | $5,278,562 | $3,591,241 | 68.0% | | Gross profit | $4,329,315 | $1,726,166 | $2,603,149 | 150.8% | | Gross margin | 48.8% | 32.7% | 16.1% | 49.2% | | Operating expenses | $230,664 | $17,849,721 | $(17,619,057) | -98.7% | | Net income (loss) from continuing operations | $470,415 | $(17,200,792) | $17,671,207 | 102.7% | - The significant decrease in operating expenses for both periods was primarily due to a $16.6 million (3 months) and $17.8 million (6 months) favorable change in the fair value of contingent consideration[152][159] - Other income (expenses) shifted from a gain of $1.2 million in Q2 2022 to a loss of $1.1 million in Q2 2023, and from a loss of $1.1 million in H1 2022 to a loss of $3.6 million in H1 2023, mainly due to less interest expense in 2023 and a gain from derivative liability in 2022[153][160] Liquidity and Capital Resources The company faces substantial doubt about its going concern ability, with a working capital deficit of $16.0 million as of June 30, 2023 - As of June 30, 2023, the company had cash of $0.3 million and a working capital deficit of $16.0 million, raising substantial doubt about its going concern ability[163] - Net cash used in operating activities decreased by $3.6 million to $3.0 million for the six months ended June 30, 2023, compared to $6.6 million in the prior year[165] - Net cash provided by financing activities decreased to $2.0 million for the six months ended June 30, 2023, from $6.9 million in the prior year, despite $4.3 million in net proceeds from a private placement[168][169] - The company has $7.6 million in outstanding principal on debt as of June 30, 2023, with most loans maturing through 2024[170] - Future funding needs are expected to be met through public or private equity offerings, debt financings, or other sources, with no assurance of availability or favorable terms[163] Critical Accounting Policies and Estimates Financial statements require significant management estimates, particularly for inventory, asset impairment, and contingent liabilities - Significant estimates and assumptions are made for inventory, impairment of long-lived assets, contingent consideration, and derivative liabilities[27][171] Emerging Growth Company Status The company has elected to use the extended transition period for new accounting standards available to emerging growth companies - The company is an emerging growth company and has elected to use the extended transition period for new or revised financial accounting standards, which may affect comparability[172][173] Off-Balance Sheet Arrangements The company did not have any off-balance sheet arrangements during the periods presented - The company has no off-balance sheet arrangements[174] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, these disclosures are not required - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[175] ITEM 4. Controls and Procedures Management concluded that disclosure controls were not effective as of June 30, 2023, due to material weaknesses in internal control - The company's disclosure controls and procedures were not effective as of June 30, 2023, due to material weaknesses in internal control over financial reporting[177] - Remediation efforts include hiring additional financial personnel/consultants with public company and technical accounting expertise, assessing accounting systems, and ensuring proper cutoff procedures[178][179] - Despite material weaknesses, management believes supplementary procedures ensured the fair presentation of financial statements[179] - No change in internal control over financial reporting occurred during the six months ended June 30, 2023, that materially affected or is reasonably likely to materially affect internal control over financial reporting[182] PART II. OTHER INFORMATION ITEM 1. Legal Proceedings The company is involved in several legal proceedings, primarily related to vendor trade payables and a disputed retail lease - The company is involved in vendor lawsuits for trade payables of approximately $43,501 (March 2023) and $182,400 (February 2023)[185][186] - A lawsuit against Bailey 44 related to a retail store lease, initially $1.5 million, has been updated to $450,968, which the company is disputing[190] - An investor lawsuit for $100,000 related to reimbursement of investment is ongoing and included in short-term convertible note payable[189] - Management does not anticipate that the resolution of these legal proceedings would have a material adverse impact on the company's financial position, results of operations, or cash flows[192] ITEM 1A. Risk Factors Key risks include potential Nasdaq delisting, substantial liabilities, and the possibility of future asset impairments - The company is at risk of delisting from Nasdaq due to non-compliance with the minimum bid price ($1.00) and stockholders' equity ($2.5 million) requirements[195][196][209][210] - A proposed reverse stock split (1-for-2.5 to 1-for-50) is intended to regain bid price compliance, but failure to approve or maintain compliance could lead to delisting and adverse effects on stock liquidity and financing[127][211][212][216] - As of June 21, 2023, the company had approximately $22.0 million in total liabilities, including $7.9 million in outstanding debt obligations, which is considered significant for its size and revenue base[219] - Substantial liabilities could make it difficult to satisfy debt obligations, reduce cash flow for operations, increase vulnerability to adverse economic conditions, and limit future financing options[220][224][225] - The company has recorded significant impairment expenses for goodwill and intangible assets in prior periods ($15.5 million in 2022, $3.4 million in 2021), and future impairments could adversely affect financial condition[228] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds The company engaged in several unregistered sales of equity securities, including a private placement generating $5.0 million in gross proceeds - In January 2023, a private placement resulted in the issuance of 1,277,140 common shares (including pre-funded warrant exercises) and accompanying warrants, generating $5.0 million in gross proceeds[229][232] - The company granted 152,380 warrants for merchant advances and issued 110,000 common shares to a former convertible noteholder due to default provisions[234] - 118,890 common shares were issued to Sundry executives based on employment agreements, and 1,952,580 common shares were issued for the H&J Settlement Agreement[235][236] - 1 share of Series B Preferred Stock was issued to the CEO for $25,000, and 5,761 shares of Series C Convertible Preferred Stock were issued to Sundry Investors in exchange for debt cancellation[236][237] ITEM 3. Defaults upon Senior Securities There were no defaults upon senior securities reported - No defaults upon senior securities were reported[239] ITEM 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable[240] ITEM 5. Other Information No other information is reported under this item - No other information is reported under this item[241] ITEM 6. Exhibits This section lists all exhibits filed, including corporate governance documents, debt instruments, and securities purchase agreements - Exhibits include corporate governance documents (e.g., Certificates of Incorporation, Bylaws, Certificates of Designation for Series B and C Preferred Stock)[243] - Debt instruments (e.g., Form of Promissory Note, Fourth Amendment to Promissory Note) and warrant agreements are filed[243] - Securities Purchase Agreements related to recent equity issuances and settlement agreements (e.g., H&J Settlement Agreement, Sundry SPA) are included[243] - Certifications from the Principal Executive Officer and Principal Financial Officer are filed[244] SIGNATURES - The report was signed by John Hilburn Davis, IV (Chief Executive Officer) and Reid Yeoman (Chief Financial Officer) on August 21, 2023[249]