Digital Brands Group Inc SEC Filings

Digital Brands Group, Inc. is registering up to 1,721,000 shares of common stock for resale by existing stockholders, with no new shares being sold by the company and no proceeds to the company from these sales. The shares were issued or are issuable under marketing, sponsorship and private-label manufacturing agreements with college sports–related partners including NIL collectives and university affiliates.

Common stock outstanding is approximately 8,172,930 shares both before and after the offering, so this filing primarily provides liquidity for the selling stockholders. The company highlights a domestic manufacturing footprint with over 90% of products made in the United States, limiting tariff exposure and avoiding reliance on the former de minimis import exemption that many online competitors used.

The prospectus also describes a Series D convertible preferred PIPE completed in 2025, providing about $12.7 million in gross proceeds with a variable conversion price set at 80% of the lowest closing price over a five-day period, subject to ownership limits and escrow release conditions. Risk factors emphasize continued net losses, an accumulated deficit of $134.8 million, a working capital deficit of $4.8 million as of September 30, 2025, substantial liabilities, and auditor and management statements that there is substantial doubt about the company’s ability to continue as a going concern without additional capital.

Digital Brands Group, Inc. obtained written consent from holders of about 55.45% of its voting power to approve several major corporate actions without a stockholder meeting. The company will reincorporate from Delaware to Nevada by conversion, seeking lower franchise taxes, broader director and officer protections, and different stockholder rights, while keeping its capital structure largely the same.

The consent also approves, for Nasdaq Listing Rule 5635(d) purposes, the issuance of all common shares underlying approximately 15,906.25 shares of Series D Convertible Preferred Stock sold in a PIPE financing, which brought in roughly $11.2M at the initial closing and $1.5M at a second closing. In addition, stockholders approved stock-based consideration of up to $1,000,000 in common stock per year to AAA Tuscaloosa and multi‑year common stock issuances to Traffic Holdco tied to exclusive collegiate private‑label apparel agreements.

Finally, stockholders authorized a reverse stock split of the common stock at a ratio between 1:2 and 1:250, to be implemented at the Board’s discretion, primarily to help maintain Nasdaq listing and increase the per‑share trading price, while acknowledging potential dilution, reduced liquidity, and higher transaction costs for holders.

Digital Brands Group, Inc. (DBGI) entered into a 3-year exclusive private label manufacturing agreement with The Grove Collective, which markets name, image, and likeness (NIL) rights for University of Mississippi student-athletes. DBGI will manufacture specific knit apparel products that The Grove Collective will sell online and potentially in Mississippi retail locations. DBGI has broad discretion over design and development and agreed to use its best efforts to invest approximately $500,000 per year for 3 years into student-athlete funds directed by The Grove Collective and to spend $500,000 per year on digital advertising, influencer marketing, and related costs. As consideration for the 3-year term, DBGI will issue The Grove Collective $3,000,000 of common stock, with any one-year extensions compensated by an additional $1,000,000 in stock per extension, priced using the 5-day VWAP before issuance. For the first 15 months, if DBGI’s share price declines, DBGI will make The Grove Collective whole with additional shares or cash, and DBGI plans to register the resale of these shares by January 2, 2026, while proxy voting rights for the shares are assigned to DBGI’s CEO.

Digital Brands Group (DBGI) filed its Q3 2025 10-Q, showing lower sales but a stronger balance sheet after recent financings. Net revenues were $1,653,776 for the quarter and $5,776,856 for the nine months, down from $2,440,801 and $9,413,457 a year ago. Gross profit was $706,609 in Q3 and $2,290,616 year‑to‑date. The company reported a net loss of $3,451,950 in Q3 and $7,659,722 for the nine months, similar to last year’s losses.

Cash and cash equivalents rose to $6,701,820, with $5,705,179 in restricted cash, lifting total assets to $41,194,919. Stockholders’ equity turned positive at $15,988,868, compared with a $(1,328,541) deficit at year‑end 2024. Management cites February 2025 gross proceeds of $7,500,000 from a unit offering and August–September 2025 gross proceeds of $17,755,000 from Series D preferred stock and warrant exercises as key liquidity drivers. Operating cash outflow was $11,153,543, while financing inflows totaled $23,396,112.

The company implemented a one‑for‑50 reverse split effective December 11, 2024. Shares outstanding were 5,726,930 as of September 30, 2025; as of November 14, 2025, they were 6,326,930. Management states that, with current cash and recent actions, substantial doubt about continuing as a going concern has been alleviated.

Digital Brands Group, Inc. filed a shelf registration to offer and sell up to $100,000,000 of securities from time to time after effectiveness, including common stock, preferred stock, debt securities, warrants, rights, and units. Offerings may occur in one or more tranches and will be detailed in future prospectus supplements, subject to the Baby Shelf Limitation.

The company’s common stock trades on Nasdaq as DBGI. The aggregate market value of shares held by non‑affiliates was approximately $23,797,740 based on 6,326,930 shares outstanding at a per share price of $11.42 on September 11, 2025. On October 6, 2025, the last reported sale price was $7.67 per share. Under General Instruction I.B.6, sales in any 12‑month period are limited to no more than one‑third of the public float while it remains below $75 million.

Digital Brands Group (DBGI)

None of the actions will be effected until at least 20 days after the definitive information statement is mailed. The reverse split is aimed at maintaining Nasdaq listing and may adjust share count without changing overall ownership percentages aside from fractional share handling. As context, shares outstanding were 5,715,122 as of the September 18, 2025 record date.