8-K - PLBY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2022

PLBY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39312	37-1958714
(State<br> or other jurisdiction of<br><br> incorporation)	(Commission<br><br> File Number)	(IRS<br> Employer<br><br> Identification No.)
10960 Wilshire Blvd., Suite 2200<br><br> <br>Los Angeles, California	90024
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(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code:

(310) 424-1800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PLBY	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01	Other Events.

On December 19, 2022, PLBY Group, Inc. (the “Company”) commenced its previously announced common stock rights offering. Assuming that the rights offering is fully subscribed, the Company will receive gross proceeds of $50 million, less expenses related to the rights offering. The offering of the common stock pursuant to the rights offering is being made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-267273) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”), including the base prospectus contained therein, and a prospectus supplement relating to the rights offering filed with the SEC on the date hereof.

Copies of the prospectus supplement (and accompanying base prospectus) and rights certificate will be mailed to all holders of record of common stock as of 5:00 p.m., Eastern Time, on December 16, 2022 and can also be accessed through the SEC’s website at www.sec.gov or be obtained from the information agent, Morrow Sodali, at (203) 561-6945 (for banks and brokers) or (800) 662-5200 (the toll-free number for stockholders), or via email at PLBY@investor.morrowsodali.com. Additional information regarding the rights offering is set forth in the prospectus supplement (and the accompanying base prospectus). This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities of the Company in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.

In connection with the rights offering, the Company is filing certain ancillary documents as Exhibits 4.1, 99.1, 99.2 and 99.3 to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement. Also in connection with the rights offering, the Company is filing, as Exhibit 5.1, the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, in connection with the issuance of the common stock issuable upon exercise of the rights. The foregoing descriptions of Exhibits 4.1, 5.1, 99.1, 99.2, and 99.3 do not purport to be complete and each is qualified in its entirety by reference to the full text of such exhibit.

On December 19, 2022, the Company issued a press release announcing the launch of the rights offering. A copy of the press release is attached as Exhibit 99.4 to this Current Report on Form 8-K.

Forward Looking Statements

This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the rights offering, including the anticipated proceeds from the rights offering, the use of such proceeds, the size, timing, and any intended participation of certain persons.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include prevailing market conditions, whether stockholders of record will exercise their rights to purchase common stock and the amount subscribed, and whether the Company will be able to successfully complete the rights offering, in addition to (without limitation): (1) the impact of the COVID-19 pandemic on the Company’s business and acquisitions; (2) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (3) the risk that the Company’s business combination, acquisitions or any proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from them; (4) the ability to recognize the anticipated benefits of the business combination, acquisitions, commercial collaborations, commercialization of digital assets and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and retain its key employees; (5) costs related to being a public company, acquisitions, commercial collaborations and proposed transactions; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by global hostilities, supply chain disruptions, inflation, interest rates, foreign currency exchange rates or other economic, business, and/or competitive factors; (8) risks relating to the uncertainty of the projected financial information of the Company; (9) risks related to the organic and inorganic growth of the Company’s business, and the timing of expected business milestones; and (10) other risks and uncertainties indicated from time to time in the Company’s annual report on Form 10-K, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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ExhibitNo.	Description
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4.1	Form of Subscription Rights Certificate.
5.1	Opinion of Skadden, Arps, Slate, Meager & Flom LLP
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
99.1	Form of Instructions as to Use of PLBY Group, Inc. Rights Certificates.
99.2	Form of Broker Letter to Clients who are Beneficial Holders.
99.3	Form of Notice of Guaranteed Delivery for Rights Certificate.
99.4	Press Release, dated December 19, 2022, regarding the Rights Offering.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 19, 2022	PLBY GROUP, INC.
	By:	/s/ Chris Riley
	Name:	Chris Riley
	Title:	General Counsel and Secretary

Exhibit 4.1

CERTIFICATE #	NUMBER OF SUBSCRIPTION RIGHTS:

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT, DATED DECEMBER 19, 2022, AND THE ACCOMPANYING BASE PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW SODALI, THE INFORMATION AGENT.

PLBYGROUP, INC.

Incorporated under the laws of the State ofDelaware

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing non-transferable Subscription Rights to purchase common stock, par value $0.0001, of PLBY Group, Inc.

Subscription Price: $3.50 per whole share of common stock

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN TIME, ON JANUARY 17, 2023,

SUBJECT TO EXTENSION OR EARLIER TERMINATION.

REGISTERED OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Subscription Rights”) set forth above. Each Subscription Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Right”) 0.30681187 of a share of common stock of PLBY Group, Inc., a Delaware corporation (the “Company”), at a subscription price of $3.50 per whole share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use Of Rights Certificates” accompanying this Subscription Rights Certificate. If you exercise your Basic Subscription Rights in full, and any shares of common stock being offered in the Rights Offering remain available and unsubscribed for in the Rights Offering, you will be entitled to an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of the unsubscribed shares of common stock at the Subscription Price, subject to certain ownership limitations as described in the Prospectus and the “Instructions as to Use Of Subscription Rights Certificates” accompanying this Subscription Rights Certificate, which are acknowledged by the registered owner below. Each Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege. The Subscription Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the Subscription Price for each whole share of common stock. If the Company is unable to issue to the registered owner below the full number of shares of common stock requested, the Subscription Agent will return to the registered owner below any excess funds submitted as soon as practicable, without interest or deduction. This Subscription Rights Certificate is not valid unless countersigned by Continental Stock Transfer & Trust Company, the Subscription Agent.

WITNESS the signatures of the duly authorized officers of PLBY Group, Inc.

	Countersigned and Registered
Ben Kohn, Chief Executive Officer &<br> President	By:
	Continental Stock Transfer & Trust Company
Chris Riley, General Counsel & Secretary

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:

Continental Stock Transfer & Trust Company

1 State Street Plaza 30^th^ Floor

New York, NY 10004

Attn: Corporate Actions – PLBY Group, Inc.

DELIVERY OTHER THAN IN THE MANNER OR TOTHE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

You have been allocated the number of Subscription Rights shown on this Subscription Rights Certificate. To subscribe for shares of common stock, please complete and sign under Form 2 below. Please note that personal checks may take approximately five business days to clear your account. In order to be effective, payments must be received by the Subscription Agent and clear prior to 5:00 P.M., Eastern Time on January 17, 2023, unless guaranteed delivery procedures are utilized with respect to delivery of your rights certificate, as described in the Prospectus.

EXERCISE OF BASIC SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION PRIVILEGE:

I<br> subscribe<br> for	Whole shares of common stock x $3.50	= $
(Number of shares of common stock; must be a whole number with any fractional shares rounded down)	(exercise price)	(amount)*

METHOD OF PAYMENT (CHECK ONE)

¨	Check, certified check, or U.S. Postal money order payable to “Continental<br> Stock Transfer & Trust Company, as subscription agent for PLBY Group, Inc.”
¨	Wire transfer of immediately available funds directly to the account<br> maintained by Continental Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this<br> rights offering at: JPMorgan Chase Bank; ABA #021000021; Acct # 475469453;<br> Reference: PLBY Group, Inc.

FORM 2 – SIGNATUREAND ACKNOWLEDGEMENT

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of whole shares of common stock indicated above on the terms and conditions specified in the Prospectus. By signing below, I confirm that I am an “Eligible Stockholder” as defined in the Prospectus. Additionally, by signing below, I confirm that if I (or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act of 1934, as amended (the “Exchange Act”)) that includes me) am the beneficial owner (as defined in Rule 13d–3(a) under the Exchange Act) of greater than 14.99% of the number of shares of common stock outstanding as of the record date of December 16, 2022, then my Over-Subscription Privilege shall be fulfilled only if approved by a majority of the disinterested members of the Company’s board of directors. If fulfilling my Over-Subscription Privilege would result in me (or any “group” that includes me) becoming the beneficial owner of greater than 14.99% of the number of shares of common stock outstanding upon the closing of the Rights Offering after giving effect to the issuance of shares of common stock in the Rights Offering, then my Over-Subscription Privilege shall be fulfilled only to the extent that the beneficial ownership by me (and any “group” that includes me) does not exceed 14.99% of the number of shares of common stock outstanding upon the closing of the Rights Offering, unless acquisition of a greater number of shares by me is approved by a majority of the disinterested members of the Company’s board of directors.

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the face of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO MORROW SODALI, THE INFORMATION AGENT, TOLL-FREE AT (203) 561-6945 (FOR BANKS AND BROKERS) OR (800) 662-5200 (THE TOLL FREE NUMBER FOR STOCKHOLDERS), OR VIA EMAIL AT PLBY@INVESTOR.MORROWSODALI.COM.

Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom llp

PLBY Group, Inc.<br><br><br><br>10960 Wilshire Blvd, Suite 2200<br><br><br><br>Los Angeles, California, 90024	300 S GRAND AVENUE #3400<br><br><br><br>Los angeles,<br>CA 90071<br><br><br><br>________<br><br><br><br><br><br><br><br>TEL: (213) 687-5000<br><br><br><br>FAX: (213) 687-5600<br><br><br><br>www.skadden.com<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>December 19, 2022	FIRM/AFFILIATE OFFICES<br><br> <br>_______<br><br> <br>BOSTON<br><br> <br>CHICAGO<br><br> <br>HOUSTON<br><br> <br>LOS ANGELES<br><br> <br>PALO ALTO<br><br> <br>WASHINGTON, D.C.<br><br> <br>WILMINGTON<br><br> <br>_______<br><br> <br>BEIJING<br><br> <br>BRUSSELS<br><br> <br>FRANKFURT<br><br> <br>HONG KONG<br><br> <br>LONDON<br><br> <br>MUNICH<br><br> <br>PARIS<br><br> <br>SÃO PAULO<br><br> <br>SEOUL<br><br> <br>SHANGHAI<br><br> <br>SINGAPORE<br><br> <br>TOKYO<br><br> <br>TORONTO
Re:	PLBY Group, Inc.<br><br>Common Stock
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Ladies and Gentlemen:

We have acted as special counsel to PLBY Group, Inc., a Delaware corporation (the “Company”), in connection with the public offering by the Company of up to 14,285,714 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, pursuant to the exercise of non-transferable subscription rights (the “Rights”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-267273) of the Company relating to the Common Stock and other securities of the Company filed on September 2, 2022 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on September 13, 2022 (such registration statement being hereinafter referred to as the “Registration Statement”);

PLBY Group, Inc.

December 19, 2022

Page 2

(b) the prospectus, dated September 2, 2022 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the prospectus supplement, dated December 19, 2022 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an executed copy of a certificate of Chris Riley, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(e) a copy of the Company’s Second Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of December 16, 2022 and certified pursuant to the Secretary’s Certificate;

(f) a copy of the Company’s Amended and Restated Bylaws in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;

(g) a copy of certain resolutions of the Board of Directors of the Company, adopted on August 30, 2022, December 7, 2022 and December 16, 2022, certified pursuant to the Secretary’s Certificate; and

(h) a form of subscription certificate evidencing the Rights (the “Subscription Certificate”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

In addition, we have assumed that the issuance of the Shares will not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Company’s Second Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

PLBY Group, Inc.

December 19, 2022

Page 3

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when issued upon exercise of the Rights in accordance with the terms of the Prospectus and Subscription Certificate and receipt by the Company of the subscription price therefor, will be validly issued, fully paid and non-assessable.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

Very truly yours,
/s/ Skadden, Arps, Slate Meagher & Flom LLP

Exhibit 99.1

FORM OF Instructions as to Use of PLBY GROUP, Inc. Rights Certificates

Please consult Morrow sodali, the Information Agent, your bank or broker as to any questions.

The following instructions relate to a rights offering (the “Rights Offering”) by PLBY Group, Inc., a Delaware corporation (the “Company”), to the holders of record of its common stock, par value $0.0001 per share (“Common Stock”), as described in the Company’s Base Prospectus, dated September 2, 2022 (the “Base Prospectus”) and the Prospectus Supplement, dated December 19, 2022 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Company will distribute to each holder of Common Stock as of 5:00 p.m., Eastern Time, on December 16, 2022 (the “Record Date”) non-transferable subscription rights (the “Rights”) to purchase shares of Common Stock.

In the Rights Offering, the Company is offering up to an aggregate of 14,285,714 shares of Common Stock pursuant to the Prospectus. The Rights may be exercised at any time during the subscription period, which commences on December 19, 2022 and ends at 5:00 p.m., Eastern Time, on January 17, 2023, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Time”). After the Expiration Time, any unexercised Rights will be null and void.

As described in the Prospectus, each holder of shares of Common Stock is entitled to one Right for each whole share of Common Stock owned by such holder on the Record Date, evidenced by non-transferable Rights certificates (the “Rights Certificates”). Each Right allows the holder thereof to subscribe (the “Basic Subscription Right”) at the cash price of $3.50 per whole share (the “Subscription Price”) for 0.30681187 of a share of Common Stock. The Rights are described in the Prospectus.

The Company will not be required to issue shares of Common Stock to you if Continental Stock Transfer & Trust Company (the “Subscription Agent”) receives your Rights Certificate or your subscription payment at, or after, the Expiration Time. The Company has the option to extend the Rights Offering by giving oral or written notice to the Subscription Agent prior to the Expiration Time in the Company’s sole discretion. If the Company elects to extend the Rights Offering, the Company will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced Expiration Time.

Rights may only be exercised in aggregate for whole numbers of shares of Common Stock; no fractional shares of the Common Stock will be issued in the Rights Offering. Any fractional shares of the Common Stock resulting from the exercise of the Rights will be rounded down to the nearest whole share. A minimum of four Rights will be required to purchase one whole share of Common Stock. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the Expiration Time, in the manner in which made, without interest or deduction.

In addition, Rights holders that exercise their Basic Subscription Right in full also will be eligible to subscribe (the “Over-Subscription Privilege”), at the same cash price of $3.50 per whole share, for any shares of Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their Basic Subscription Right. If an insufficient number of shares of Common Stock is available to fulfill all Over-Subscription Privilege requests, the available shares will be allocated pro rata (in proportion to the number of shares of Common Stock held after giving effect to all Basic Subscriptions) among those Rights holders who fully exercised their Basic Subscription Right.

You may exercise your Over-Subscription Privilege only if you have exercised your Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Right in full. Additionally, if a holder of Rights (or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act) that includes such holder) is the beneficial owner (as defined in Rule 13d–3(a) under the Exchange Act) of greater than 14.99% of the number of shares of Common Stock outstanding as of the Record Date, then the Over-Subscription Privilege of such holder shall be fulfilled only if approved by a majority of the disinterested members of our board of directors. If fulfilling the Over-Subscription Privilege of any holder of Rights would result in that holder (or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act) that includes such holder) becoming the beneficial owner of greater than 14.99% of the number of shares of Common Stock outstanding upon the closing of the Rights Offering after giving effect to the issuance of shares of Common Stock in the Rights Offering, then the Over-Subscription Privilege of such holders hall be fulfilled only to the extent that the beneficial ownership by such holder (and any “group” that includes such holder) does not exceed 14.99% of the number of shares of Common Stock outstanding upon the closing of the Rights Offering, unless acquisition of a greater number of shares by such holder is approved by a majority of the disinterested members of our board of directors.

The Company may cancel or terminate the Rights Offering in its sole discretion at any time on or before the Expiration Time for any reason (including, without limitation, a change in the market price of the Common Stock). The Company also reserves the right to amend the terms of the Rights Offering.

The number of Rights to which you are entitled is printed on the face of your Rights Certificate. You should indicate your wishes with regard to the exercise of your Rights by completing the appropriate portions of your Rights Certificate and returning the Rights Certificate to the Subscription Agent pursuant to the procedures described in the Prospectus.

Your rights certificate and SUBSCRIPTION PRICE payment FOR ALL SHARES OF COMMON STOCK, by personal check, MUST BE actually RECEIVED PRIOR TO THE EXPIRATION TIME. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION RIGHT AND THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT VALIDLY EXERCISED PRIOR TO THE EXPIRATION TIME WILL EXPIRE without value. IN CASE YOU HOLD RIGHTS THROUGH A BROKER OR OTHER NOMINEE, YOU SHOULD VERIFY WITH YOUR BROKER OR NOMINEE BY WHEN YOU MUST DELIVER YOUR INSTRUCTION.

Method of Subscription—Exercise of Rights. To exercise Rights, complete your Rights Certificate and send your properly completed and executed Rights Certificate, together with payment in full of the Subscription Price and, if applicable, notice of guaranteed delivery, to the Subscription Agent, so that it will be actually received by the Subscription Agent prior to the Expiration Time. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. PLEASE DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS TO THE COMPANY. Your payment of the Subscription Price must be made in U.S. dollars for the full number of whole shares of Common Stock you are subscribing for by wire transfer of immediately available funds or personal check drawn upon a United States bank payable to the Subscription Agent. Cashier’s checks, money orders and certified checks will not be accepted.

The method of delivery of the Rights Certificate and the payment of the Subscription Price to the Subscription Agent is at your election and risk.

If you are a beneficial owner of Common Stock that is registered in the name of a broker, dealer, bank or other nominee, you will need to coordinate exercises of Rights through your broker, dealer, bank or other nominee in order for them to transmit payment to the Subscription Agent.

Acceptance of Payments. Payments will be deemed to have been received by the Subscription Agent only upon the clearance of (i) wire transfer of immediately available funds or (ii) a personal check drawn on a U.S. bank payable to “Continental Stock Transfer & Trust Company, as subscription agent for PLBY Group, Inc.” Funds paid by uncertified personal check may take several business days to clear. If your personal check does not clear prior to the Expiration Time, then you will not receive any shares of Common Stock, and the Company’s only obligation will be to return your subscription payment, without interest or deduction. Accordingly, if you wish to pay the Subscription Price by uncertified personal check, then you should make payment sufficiently in advance of the Expiration Time to ensure its receipt and clearance by that time.

If you are sending payment of Subscription Price by wire of immediately available funds:

JPMorgan Chase Bank

ABA Number: 021000021

DDA: 475469453

SWIFT: CHASUS33

Reference Line PLBY Group and your name

If you do not include your name in the reference line of your wire, the Subscription Agent will not be able to match your wire to your Rights exercise and your Rights exercise would not be accepted into the offer.

In considering which method of deliveryto use, holders of Rights should take into consideration the amount of time remaining in the Rights Offering, as well as any guaranteeddelivery procedures, to ensure that materials are delivered prior to the Expiration Time.

If you are a beneficial owner of Common Stock that is registered in the name of a broker, dealer, bank or other nominee, you will need to coordinate payments through your broker, dealer, bank or other nominee.

3.	Delivery of Subscription Materials. You should deliver your Rights Certificate to the Subscription<br>Agent by one of the methods described below:

By First Class Mail, Express Mail, Courier or Other Expedited Service:

Continental Stock Transfer & Trust Company

1 State Street Plaza 30th Floor

New York, NY 10004

Attn: Corporate Actions – PLBY Group, Inc.

Your delivery to an address or by any method other than as set forth above will not constitute valid delivery.

4.	Missing or Incomplete Subscription Forms or Payment. If you fail to complete and sign the Rights<br>Certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your Rights prior to the Expiration<br>Time, the Subscription Agent will reject your subscription or accept it only to the extent of the payment received. Neither the Company<br>nor the Subscription Agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form,<br>nor is the Company or the Subscription Agent under any obligation to correct such forms. The Company has the sole discretion to determine<br>whether a subscription exercise properly complies with the subscription procedures. If you send a payment that is insufficient to purchase<br>the number of shares of Common Stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms,<br>the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment<br>received. If your aggregate Subscription Price payment is greater than the amount you owe for your basic subscription right, you will<br>be deemed to have exercised your over-subscription privilege to purchase the maximum number of shares that may be purchased with your<br>overpayment. Any excess subscription payments received by the Subscription Agent will be returned, in the manner in which made, without<br>interest or penalty, as soon as practicable following the Expiration Time.
5.	Deliveries to Holders. The following deliveries and payments to you will be made:
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(a)	Rights. We will deliver to you the shares which you purchased with your Basic Subscription Right<br>as soon as practicable after the Expiration Time. All shares that are purchased in<br>the Rights Offering will be issued in uncertificated book-entry form<br>meaning that you will receive a direct registration account statement from the Company’s transfer agent reflecting ownership of<br>these securities if you are a holder of record. If you hold your shares in the name of a bank, broker, dealer or other nominee, the Depository<br>Trust Company will credit your nominee with the securities you purchased in the Rights Offering.
---	---

(b)	Excess Payments. If you exercised your Over-Subscription Privilege and are allocated less than<br>all of the shares for which you wished to subscribe, your excess payment for shares that were not allocated to you will be returned,<br>in the manner in which made, without interest or deduction as soon as practicable after the Expiration Time. We will deliver or<br>cause the transfer agent to deliver shares that you purchased as soon as practicable after the Expiration Time and after all pro rata<br>allocations and adjustments have been completed.
6.	Fees and Expenses. The Company will pay all customary fees and expenses<br>of the Subscription Agent and the information agent related to their acting in such roles in connection with the Rights Offering. The<br>Company has also agreed to indemnify the Subscription Agent from certain liabilities that they may incur in connection with the Rights<br>Offering.
---	---

(b)

Excess Payments. If you exercised your Over-Subscription Privilege and are allocated less than all of the shares for which you wished to subscribe, your excess payment for shares that were not allocated to you will be returned, in the manner in which made, without interest or deduction as soon as practicable after the Expiration Time. We will deliver or cause the transfer agent to deliver shares that you purchased as soon as practicable after the Expiration Time and after all pro rata allocations and adjustments have been completed.

Fees and Expenses. The Company will pay all customary fees and expenses of the Subscription Agent and the information agent related to their acting in such roles in connection with the Rights Offering. The Company has also agreed to indemnify the Subscription Agent from certain liabilities that they may incur in connection with the Rights Offering.

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Jefferies LLC (the “Dealer Manager”) is earning a dealer manager fee in connection with the Rights Offering payable at the completion of the Rights Offering. The Company has also agreed to reimburse the Dealer Manager for certain fees and expenses in connection with the Rights Offering. The Company has agreed to indemnify the Dealer Manager and its respective controlling persons against certain liabilities in connection with this rights offering, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Dealer Manager may be required to make in respect of those liabilities. The dealer manager agreement also provides that the Dealer Manager will not be subject to any liability to the Company in rendering the services contemplated by the dealer manager agreement except for any act of gross negligence, bad faith or willful misconduct of the Dealer Manager.

7.	Execution. The signature on the Rights Certificate must correspond with the name of the registered<br>holder exactly as it appears on the face of the Rights Certificate without any alteration, enlargement or change. Persons who sign the<br>Rights Certificate in a representative or other fiduciary capacity on behalf of a registered holder must indicate their capacity when<br>signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory<br>evidence of their authority so to act.
8.	Method of Delivery. The method of delivery of and payment of the Subscription Price to the Subscription<br>Agent will be at the election and risk of the Rights holder. If you send your Subscription Price payment by mail, we recommend that you<br>send them by registered mail, properly insured, with return receipt requested. You should allow a sufficient number of days to ensure<br>delivery to the Subscription Agent prior to the Expiration Time.
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9.	Revocation. Once you have exercised your Rights, you may not revoke your exercise. All exercises<br>of Rights are irrevocable, even if you subsequently learn information about the Company that you consider to be unfavorable. You should<br>not exercise your Rights unless you are certain that you wish to purchase Common Stock in the Rights Offering.
---	---

10.	Special Provisions Relating to the Delivery of Rights through the Depository Trust Company. If<br>you will be a broker, a dealer, a trustee or a depositary for securities who holds the Company’s Common Stock<br>for the account of others as a nominee holder and thus will hold Common Stock for the account of others as a nominee holder, you may,<br>upon proper showing to the Subscription Agent, exercise your beneficial owners’ Basic Subscription Right and Over-Subscription<br>Privilege through The Depository Trust Company (“DTC”). Any rights exercised through DTC are referred to as “DTC<br>Exercised Rights.” You may exercise your DTC Exercised Rights through DTC’s PSOP Function on the “agents subscription<br>over PTS” procedures and instructing DTC to charge the applicable DTC account for the subscription payment and to deliver such<br>amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares prior to the Expiration<br>Time unless guaranteed delivery procedures are utilized, as described above.
11.	Determinations Regarding the Exercise of Your Rights. The Company will<br>decide, in its sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your Rights,<br>including any determinations as to beneficial ownership as described herein. Any such determinations by the Company will be final and<br>binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular<br>instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to<br>make uniform determinations in all cases. The Company may reject the exercise of any of your Rights because of any defect or irregularity.<br>The Company will not accept any exercise of Rights until all irregularities have been waived by the Company or cured by you within such<br>time as the Company decides, in its sole discretion.
---	---

10.

Special Provisions Relating to the Delivery of Rights through the Depository Trust Company. If you will be a broker, a dealer, a trustee or a depositary for securities who holds the Company’s Common Stock for the account of others as a nominee holder and thus will hold Common Stock for the account of others as a nominee holder, you may, upon proper showing to the Subscription Agent, exercise your beneficial owners’ Basic Subscription Right and Over-Subscription Privilege through The Depository Trust Company (“DTC”). Any rights exercised through DTC are referred to as “DTC Exercised Rights.” You may exercise your DTC Exercised Rights through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the subscription payment and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions and payment for the new shares prior to the Expiration Time unless guaranteed delivery procedures are utilized, as described above.

11.

Determinations Regarding the Exercise of Your Rights. The Company will decide, in its sole discretion, all questions concerning the timeliness, validity, form, and eligibility of the exercise of your Rights, including any determinations as to beneficial ownership as described herein. Any such determinations by the Company will be final and binding. The Company, in its sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to be corrected within such time as the Company may determine. The Company will not be required to make uniform determinations in all cases. The Company may reject the exercise of any of your Rights because of any defect or irregularity. The Company will not accept any exercise of Rights until all irregularities have been waived by the Company or cured by you within such time as the Company decides, in its sole discretion.

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Neither the Company, the Subscription Agent, nor the information agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Rights Certificates, and the Company will not be liable for failure to notify you of any defect or irregularity. The Company reserves the right to reject your exercise of Rights if it determines that your exercise is not in accordance with the terms set forth in the Prospectus and these Instructions, or in proper form. The Company will also not accept the exercise of your Rights if the issuance of shares of Common Stock to you could be deemed unlawful under applicable law.

12.

Questions and Request for Additional Materials. For questions regarding the Rights Offering, assistance regarding the method of exercising Rights or for additional copies of relevant documents, please contact the information agent for the Rights Offering, Morrow Sodali, at (203) 561-6945 (for banks and brokers) or (800) 662-5200 (the toll free number for stockholders), or via email at plby@investor.morrowsodali.com.

Exhibit 99.2

FORM OF BROKER LETTER TO CLIENTS WHO ARE BENEFICIAL HOLDERS

PLBY GROUP, INC.

Subscription Rights to Purchase Shares of Common Stock

Distributed to Stockholders

of PLBY Group, Inc.

December 19, 2022

To Our Clients:

Enclosed for your consideration are a Base Prospectus, dated September 2, 2022 (the “Base Prospectus”), and a Prospectus Supplement, dated December 19, 2022 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering (the “Rights Offering”) by PLBY Group, Inc., a Delaware corporation (the “Company”), of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders of record of shares of Common Stock as of 5:00 p.m., Eastern Time, on December 16, 2022 (the “Record Date”). The Rights and Common Stock are described in the Prospectus.

Please note that since you hold your shares in the name of a broker, dealer or other nominee who uses the services of the Depository Trust Company, you must exercise your rights prior to 5:00 p.m., Eastern Time, on the Expiration Time.

As described in the Prospectus, each holder of record of shares of Common Stock is entitled to one Right for each share of Common Stock owned by such holder on the Record Date, evidenced by non-transferable Rights certificates (the “Rights Certificates”). Each Right allows the holder thereof to subscribe (the “Basic Subscription Right”) for 0.30681187 of a share of Common Stock at the cash price of $3.50 per whole share (the “Subscription Price”) of Common Stock.

No fractional shares of the Common Stock will be issued in the Rights Offering. Any fractional shares of the Common Stock created by the exercise of the Rights will be rounded down to the nearest whole share. A minimum of four Rights will be required to purchase one whole share of Common Stock. Any excess subscription payments received by the subscription agent in respect of fractional shares will be returned promptly after the Expiration Time, in the manner in which made, without interest or deduction.

In addition, Rights holders that exercise their Basic Subscription Right in full also will be eligible to subscribe (the “Over-Subscription Privilege”) at the same cash price of $3.50 per whole share up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their Basic Subscription Right. If an insufficient number of shares of Common Stock is available to fulfill all Over-Subscription Privilege requests, the available shares will be allocated pro rata (in proportion to the number of shares of Common Stock held after giving effect to all Basic Subscription Rights) among those Rights holders who fully exercised their Basic Subscription Right. Additionally, if a holder of Rights (or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act) that includes such holder) is the beneficial owner (as defined in Rule 13d–3(a) under the Exchange Act) of greater than 14.99% of the number of shares of Common Stock outstanding as of the Record Date, then the Over-Subscription Privilege of such holder shall be fulfilled only if approved by a majority of the disinterested members of our board of directors. If fulfilling the Over-Subscription Privilege of any holder of Rights would result in that holder(or any “group” (within the meaning of Section 13(d)(3) under the Exchange Act) that includes such holder) becoming the beneficial owner of greater than 14.99% of the number of shares of Common Stock outstanding upon the closing of the Rights Offering after giving effect to the issuance of shares of Common Stock in the Rights Offering, then the Over-Subscription Privilege of such holder shall be fulfilled only to the extent that the beneficial ownership by such holder (and any “group” that includes such holder) does not exceed 14.99% of the number of shares of Common Stock outstanding upon the closing of the Rights Offering, unless acquisition of a greater number of shares by such holder is approved by a majority of the disinterested members of our board of directors.

The shares of Common Stock to be issued upon exercise of the Rights, like the Company’s existing shares of Common Stock, will be listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “PLBY”. The Company will not be listing the Rights on Nasdaq or any other national securities exchange.

Enclosed are copies of the following documents:

1.	Prospectus;
2.	Rights Certificate;
3.	Instructions for Use of Rights Certificate; and
4.	Notice of Guaranteed Delivery.

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise any Rights.

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire on the Expiration Time. You will have no right to rescind your subscription after receipt of your payment of the Subscription Price or Notice of Guaranteed Delivery. Rights not exercised prior to the Expiration Time will expire without value.

If you wish to have us, on your behalf, exercise your Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the Rights Certificate included with this letter.

With respect to any instructionsto exercise (or not to exercise) Rights, the enclosed Rights Certificate must be completed and returned in sufficient time to allow usto process your request and submit your instructions to the subscription agent by the Expiration Time.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO THE INFORMATION AGENT, MORROW SODALI, AT (203) 561-6945 (FOR BANKS AND BROKERS) OR (800) 662-5200 (THE TOLL FREE NUMBER FOR STOCKHOLDERS), OR VIA EMAIL AT PLBY@INVESTOR.MORROWSODALI.COM.

Exhibit 99.3

FORM OF NOTICE OF GUARANTEED DELIVERY

FOR

RIGHTS CERTIFICATES

ISSUED BY

PLBY GROUP, INC.

This form, or one substantially equivalent hereto, must be used to exercise the non-transferable subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the Base Prospectus, dated September 2, 2022 (the “Base Prospectus”) and the Prospectus Supplement, dated December 19, 2022 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), of PLBY Group, Inc., a Delaware corporation (the “Company”), if a holder of Rights cannot deliver the certificate(s) evidencing the Rights (the “Rights Certificates”), to the subscription agent listed below (the “Subscription Agent”) prior to 5:00 p.m., Eastern Time, on January 17, 2023, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Time”). Such form must be delivered by first class mail, or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to the Expiration Time. See “The Rights Offering—Guaranteed Delivery Procedures” in the Prospectus.

Payment of the subscription price of $3.50 per whole share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus prior to the Expiration Time even if the Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant to the Guaranteed Delivery Procedures thereof. Each Right allows the holder thereof to subscribe for 0.30681187 of a share of Common Stock (the “Basic Subscription Right”). In addition, Rights holders that exercise their Basic Subscription Right in full also will be eligible to subscribe (the “Oversubscription Privilege”), at the same cash price of $3.50 per whole share for any shares of Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their Basic Subscription Right, subject to certain ownership limitations as described in the Prospectus. If an insufficient number of shares is available to fully satisfy the Oversubscription Privilege requests, the available shares will be sold pro rata, after eliminating all fractional shares, among Rights holders who exercised their Oversubscription Privilege in proportion to the number of shares of Common Stock held after giving effect to all basic subscriptions.

THE SUBSCRIPTION AGENT IS:

Continental Stock Transfer & Trust Company

1 State Street Plaza 30th Floor

New York, NY 10004

Attn: Corporate Actions – PLBY Group, Inc.

By Express Mail, Courier or Other Expedited Service:

Continental Stock Transfer & Trust Company

1 State Street Plaza 30th Floor

New York, NY 10004

Attn: Corporate Actions – PLBY Group, Inc.

Telephone Number for Confirmation:(212) 845-3287

If you have other questions or need assistance, please contact the information agent for the Rights Offering, Morrow Sodali, at (203) 561-6945 (for banks and brokers) or (800) 662-5200 (the toll free number for stockholders), or via email at plby@investor.morrowsodali.com.

Delivery of this instrument to an address other than as set forth above does not constitute a valid delivery.

The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or bank or trust company, must communicate this guarantee and the number of shares of Common Stock subscribed for in connection with this guarantee, (separately disclosed as to the Basic Subscription Right and the Oversubscription Privilege, subject, in the case of the Oversubscription Privilege, to proration, as described in the Prospectus) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to the Expiration Time, guaranteeing delivery of (a) payment in full for all subscribed shares of Common Stock and (b) a properly completed and signed Rights Certificate (which certificate and full payment (at the subscription price of $3.50 per whole share of Common Stock) must then be delivered to the Subscription Agent no later than the close of business of the second business day after the Expiration Time). Failure to do so will result in a forfeiture of the Rights.

Ladies and Gentlemen:

The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or a bank or trust company, having an office or correspondent in the United States, guarantees delivery to the Subscription Agent prior to 5:00 p.m., Eastern Time, on the second business day after the ExpirationTime(January 17, 2023, unless extended, as described in the Prospectus) of (a) a properly completed and executed Rights Certificate and (b) payment in full for all subscribed whole shares of Common Stock. Participants should notify the Subscription Agent prior to covering through the submission of a physical security directly to the Subscription Agent based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).

PLBY Group, Inc.	Broker Assigned Control #
	Number of Rights		Subscription Price per whole share of Common Stock			Payment
---	---	---	---	---	---	---	---
Basic Subscription Right:		x	$	3.50	=	$	(Line 1)
Oversubscription Privilege:		x	$	3.50	=	$	(Line 2)
Total Payment Required					=	$	(Sum of Lines 1 and 2; must equal total of amounts in Boxes 3 and 4.)

Method of delivery of the Notice of Guaranteed Delivery (check one):

¨	is being delivered to the Subscription Agent herewith

¨	has been delivered through DTC

Please reference below the registration of the rights to be delivered.

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of rights or any delivery through DTC.

Name of Firm
Authorized Signature
DTC Participant Number
Title
Address Name (Please Type or Print)
Zip Code
Phone Number
Contact
Name
Date

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate(s) to the Subscription Agent within the time period shown in the Prospectus. Failure to do so could result in a financial loss to such institution.

Exhibit 99.4

PLBY Group Announces Commencement of Rights Offering for CommonStock

LOS ANGELES, Dec. 19, 2022 (GLOBE NEWSWIRE) – PLBY Group, Inc. (NASDAQ: PLBY) (the “Company”) announced today that it has commenced its common stock rights offering. Assuming that the rights offering is fully subscribed, the Company will receive gross proceeds of $50 million, less expenses related to the rights offering.

The Company is distributing to all holders of record of its common stock, par value $0.0001 (the “Common Stock”), as of 5:00 p.m., Eastern Time, on December 16, 2022 (the “Record Date”), for each share of the Common Stock held as of the Record Date, one non-transferable subscription right to purchase 0.30681187 of a share of Common Stock, at a subscription price of $3.50 per whole share, on such terms and subject to such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The Company will not issue fractional shares of Common Stock. Any fractional shares of the Common Stock that would remain after the exercise of the subscription rights will be rounded down to the nearest whole share, and any excess payments in respect thereof will be returned. In order to participate in the rights offering, holders of record must hold at least four shares of Common Stock as of the Record Date.

All holders of record with at least four shares of Common Stock held as of the Record Date will have the opportunity to participate in the rights offering and subscribe for newly issued shares of Common Stock in proportion to their respective ownership amount as of the Record Date. The rights offering will include an over-subscription privilege to permit each rights holder that exercises this basic subscription right in full to purchase additional shares of Common Stock (if any) that remain unsubscribed at the expiration of the rights offering. The availability of the over-subscription privilege will be subject to certain terms and restrictions set forth in the prospectus supplement. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares of Common Stock offered in the rights offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective over-subscription privileges (in proportion to the number of shares of Common Stock held after giving effect to all basic subscriptions).

Suhail Rizvi, the Company’s Chairman and Managing Director of Rizvi Traverse Management, the largest beneficial owner of the Company’s Common Stock; Ben Kohn, the Company’s Chief Executive Officer; and Builders Union and funds managed by affiliates of Fortress Investment Group LLC, both significant Company stockholders, have each indicated to the Company on a non-binding basis that they intend to participate in the rights offering.

The Company intends to use the net proceeds from the rights offering primarily for repayment of its senior debt, as well as other general corporate purposes.

The rights offering will expire at 5:00 p.m., Eastern Time, on January 17, 2023, unless extended by the Company. The Company reserves the right to amend or terminate the rights offering at any time prior to its expiration date.

The shares of Common Stock to be issued upon exercise of the rights will be listed for trading on the Nasdaq Global Market ("Nasdaq") under the symbol “PLBY.” The rights are non-transferable and the Company will not be listing the rights on Nasdaq or any other national securities exchange.

The Company expects that Morrow Sodali, the information agent for the rights offering, will mail rights certificates and a copy of the prospectus supplement (and accompanying base prospectus) for the rights offering to holders of record of Common Stock as of the Record Date beginning on or about December 19, 2022. Holders of shares of Common Stock held in “street name” through a brokerage account, bank or other nominee will not receive physical rights certificates and must instruct their broker, bank or other nominee whether to exercise subscription rights on their behalf. For any questions or further information about the rights offering, please call Morrow Sodali, the information agent for the rights offering, at (203) 561-6945 (for banks and brokers) or (800) 662-5200 (the toll free number for stockholders), or via email at PLBY@investor.morrowsodali.com.

Neither the Company nor its Board of Directors has made or will make any recommendation to holders regarding the exercise of rights. Holders should make an independent investment decision about whether or not to exercise their rights based on their own assessment of the Company’s business and the rights offering.

The offering of the Common Stock pursuant to the rights offering is being made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-267273) on file with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement (and the accompanying base prospectus) filed with the SEC on the date hereof.

The information herein is not complete and is subject to change. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the rights, Common Stock or any other securities, nor will there be any sale of the rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This document is not an offering, which can only be made by the prospectus supplement (and the accompanying base prospectus), which contains information about the Company and the rights offering, and should be read carefully before investing.

Jefferies LLC is acting as the dealer manager in connection with the rights offering.

About PLBY Group, Inc.

PLBY Group, Inc. is a global pleasure and leisure company connecting consumers with products, content, and experiences that help them lead more fulfilling lives. PLBY Group’s flagship consumer brand, Playboy, is one of the most recognizable brands in the world, driving billions of dollars annually in global consumer spending with products and content available in approximately 180 countries. PLBY Group’s mission — to create a culture where all people can pursue pleasure — builds upon almost seven decades of creating groundbreaking media and hospitality experiences and fighting for cultural progress rooted in the core values of equality, freedom of expression and the idea that pleasure is a fundamental human right.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, plans, projections and expectations regarding the rights offering, including the size, timing, intended participation of certain persons, anticipated proceeds therefrom and the use of such proceeds.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include prevailing market conditions, whether stockholders of record will exercise their rights to purchase Common Stock and the amount subscribed, and whether the Company will be able to successfully complete the rights offering, in addition to (without limitation): (1) the impact of the COVID-19 pandemic on the Company’s business and acquisitions; (2) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (3) the risk that the Company’s business combination, acquisitions or any proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from them; (4) the ability to recognize the anticipated benefits of the business combination, acquisitions, commercial collaborations, commercialization of digital assets and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and retain its key employees; (5) costs related to being a public company, acquisitions, commercial collaborations and proposed transactions; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by global hostilities, supply chain disruptions, inflation, interest rates, foreign currency exchange rates or other economic, business, and/or competitive factors; (8) risks relating to the uncertainty of the projected financial information of the Company, including changes in our estimates of the fair value of certain of our intangible assets; (9) risks related to the organic and inorganic growth of the Company’s business, and the timing of expected business milestones; and (10) other risks and uncertainties indicated from time to time in the Company’s annual report on Form 10-K, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact

Investors: investors@plbygroup.com

Media: press@plbygroup.com