Welcome to our dedicated page for Digital Brands Group SEC filings (Ticker: DBGI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Digital Brands Group, Inc. filings document the company's apparel business, material commercial agreements, financing arrangements and public-company reporting obligations. Recent 8-K filings cover NIL-related apparel consulting and private-label manufacturing agreements, transfer-agent changes, at-the-market equity sales arrangements, warrant exercise and exchange agreements, and related resale registration commitments.
The company's registration statements and amendments disclose common stock, warrants and other securities issued for financing and contractual consideration, while periodic-report notices address annual reporting timing. DBGI's SEC record also reflects governance, capital structure, shareholder-record administration, risk disclosure and the use of Form S-1 and Form S-3 registration processes for securities offerings and resale coverage.
Digital Brands Group, Inc. announced that it has received initial purchase orders tied to its $125 million U.S. Program and has expanded its partnership with Global Combat Collective (GCC). The expanded relationship adds apparel and soft goods revenue opportunities across GCC’s digital networks, physical installations, events and hospitality.
The company’s CEO, Hil Davis, said these additional opportunities are new and incremental to guidance referenced in a May 12, 2026 press release, positioning the GCC partnership and U.S. Program as an additional growth channel. The release emphasizes that many statements are forward-looking and subject to numerous business and market risks.
Digital Brands Group, Inc. reported first-quarter 2026 results showing continued operating challenges. Net revenues were $1.32 million versus $1.87 million a year earlier, while net loss widened to $11.39 million from $2.09 million, driven by heavy marketing spend and a large fair value loss on share-based payment liabilities.
At March 31, 2026, the company held $5.12 million in cash and cash equivalents, but had a working capital deficit of $7.50 million and total liabilities of $43.74 million. A $3.5 million promissory note to the Bailey 44 sellers matured in December 2025 and remains unpaid, placing it in technical default.
The balance sheet also reflects $23.55 million of prepaid marketing assets tied to multi-year collegiate and sponsorship deals and a $12.46 million liability-classified share-based payment obligation related to make-whole provisions. To bolster liquidity, management executed a $100.0 million at-the-market equity facility in April 2026 and plans to rely on equity financings, warrant exercises, and operational improvements to fund at least the next twelve months, though it acknowledges material uncertainty if additional capital cannot be raised.
Digital Brands Group, Inc. issued guidance for its 2026 fiscal year, expecting revenue between $55 million and $65 million and free cash flow between $2.5 million and $3.5 million. The company also forecast revenue of $100 million to $115 million and free cash flow of $10 million to $12 million for the period from July 1, 2026 through June 30, 2027.
Management links these outlooks primarily to growth in its collegiate licensing program and an apparel licensing program with Global Combat Collective, which supports existing U.S. program deliveries with up to $125 million in potential aggregate contract value. The strategy includes limiting university partners, leveraging NIL arrangements and influencer collaborations to drive apparel sales and cash generation.
Digital Brands Group, Inc. notifies the SEC that its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 will be filed late under Rule 12b-25 because additional time was required to obtain and compile certain information. The company expects to file within the five calendar day extension period.
Digital Brands Group, Inc. has filed a prospectus to register the resale by selling stockholders of up to 10,726,009 shares of its common stock. The company is not selling shares under this prospectus and will not receive proceeds from resale transactions.
The company could receive up to $6,358,461 if certain Warrants are exercised for cash. The prospectus states approximately 21,401,253 shares outstanding prior to this offering and approximately 31,035,285 shares outstanding following the registration (including the shares being registered hereunder).
Digital Brands Group, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment is solely to add the company’s Executive Compensation Recovery (Clawback) Policy, adopted under SEC Rule 10D-1 and NASDAQ Listing Rule 5608, as Exhibit 97.
The company states no other information from the original Form 10-K has been modified or updated, and the original filing continues to speak as of its date. As of April 15, 2026, Digital Brands Group had 16,629,371 shares of common stock outstanding.
Digital Brands Group, Inc. entered into an at-the-market sales agreement with Aegis Capital Corp. that allows it to issue and sell, from time to time, shares of common stock with an aggregate offering price of up to $100,000,000 under an effective Form S-3 shelf registration.
Sales will be made as at-the-market offerings under Rule 415(a)(4), with Aegis acting as sales agent on a commercially reasonable efforts basis and receiving a cash commission of 2.0% of the gross proceeds from each sale. Under General Instruction I.B.6 of Form S-3, primary offerings are limited to no more than one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.
Digital Brands Group, Inc. amended its warrant letter agreements with four existing holders. Each holder agreed to exercise 946,970 New Warrants at an exercise price of $0.66 per share on or prior to May 31, 2026. From these New Warrant exercises, the company expects to receive approximately $2.5 million in cash. The New Warrants were originally issued in connection with a February 2025 registered offering and are exercisable through June 17, 2026. Digital Brands also agreed to file a Form S-3 registration statement to register the shares issuable upon exercise of the New Warrants for resale.
Digital Brands Group, Inc. filed its Annual Report describing a year of heavy losses, liquidity pressure, and strategic repositioning. The company reported a net loss of about $28.3 million in 2025 and an accumulated deficit of $155.35 million, alongside a working capital deficit and substantial debt.
DBGI details Nasdaq delisting in December 2024, after failing bid price, market value, equity, and shareholder approval listing standards; its shares now trade on the OTC Pink Market. To address liquidity, the company completed a February 2025 securities offering with gross proceeds of roughly $7.5 million and entered multiple equity- and warrant-based marketing and collegiate apparel agreements.
The report outlines a portfolio of five apparel brands, including the Avo collegiate loungewear concept, and emphasizes an omnichannel, data-driven model. Management highlights significant risks, including going concern uncertainty, high leverage, potential asset impairments, intense competition, and dependence on successful acquisitions and integration to drive future growth.