Core Viewpoint - Digital Brands Group, Inc. has announced a private investment in public equity (PIPE) financing agreement, raising approximately $11,225,000 after fees and expenses [1][2]. Financing Details - The PIPE financing involves the sale of up to 14,031.25 shares of Series D Convertible Preferred Stock, convertible into common stock at a conversion price of 80% of the lowest closing price over the previous five trading days [2]. - The stated value of the Series D Preferred Stock is $14,031,250, with a cash purchase price of $11,225,000 [2]. Placement Agent - RBW Capital Partners LLC, a division of Dawson James Securities, acted as the placement agent for the PIPE financing [3]. Securities Registration - The securities offered in the PIPE financing have not been registered under the Securities Act of 1933 and are only available to accredited investors [4]. - The company plans to file registration statements with the SEC for the resale of unregistered shares upon conversion of the Series D Preferred Stock [4]. Company Overview - Digital Brands Group specializes in eCommerce and Fashion, offering a variety of apparel through multiple brands on both direct-to-consumer and wholesale bases [6]. - The company focuses on leveraging customer data and purchase history to create personalized content and enhance customer engagement [6].

Company Overview - USA Rare Earth, Inc. (USAR) is focused on building a vertically integrated domestic rare earth magnet production supply chain [5] - The company is constructing a 310,000 square foot rare earth sintered neo magnet manufacturing facility in Stillwater, Oklahoma [5] - USAR controls mining rights to the Round Top Mountain rare earth and critical minerals deposit in West Texas, which contains significant deposits of heavy rare earths such as dysprosium and terbium, along with other critical tech minerals [5] Recent Financing - USAR announced the closing of a private investment in public equity (PIPE) financing, raising total gross proceeds of $75 million from a single institutional investor [1] - The proceeds will be used to fund capital expenditures for the magnet manufacturing facility, as well as for working capital and operating expenses [1] Advisory and Legal Support - Cantor Fitzgerald & Co. acted as the lead placement agent for the private placement, with additional support from Cohen Capital Markets, Roth Capital Partners, LLC, and Jett Capital Advisors, LLC [2] - Legal counsel for USAR was provided by White & Case LLP, while Reed Smith LLP served as legal counsel to the placement agents [2]