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. (DBGI) announced that it has executed a binding contract providing $3.3 million in guaranteed cash flow for its U.S. Program for the period from September 1 through December 31, 2026. This guaranteed cash flow comes solely from the first two markets of a larger U.S. Program.
The company describes that broader U.S. Program as a $165 million initiative over the next two years, with additional details previously disclosed in an SEC filing dated July 27, 2026. Management states that, based on the contract, they expect guaranteed cash flow from the program to increase significantly every quarter over the next two years.
The current disclosure is furnished under Regulation FD, meaning it is intended to provide equal access to material information but is not deemed filed for liability purposes under Section 18 of the Exchange Act or incorporated into other Securities Act or Exchange Act filings unless specifically referenced.
Digital Brands Group, Inc. (DBGI) reported sharply weaker results for the quarter ended June 30, 2026. Net revenues were $1,208,170, down from $2,251,379 a year earlier, and the company incurred a net loss of $8,983,422 versus $2,117,862.
For the first six months of 2026, net revenues were $2,524,154 with a net loss of $20,375,455, compared with $4,123,080 and a loss of $4,207,772 in 2025. Operating cash outflow was $10,302,957, cash was $1,386,167, and DBGI reported a working capital deficit of $12,851,221 and total debt of $17,326,879.
Substantial doubt exists about DBGI’s ability to continue as a going concern due to recurring losses, negative cash flows, past-due debt (including a $3,500,000 Bailey note in technical default and a matured PPP loan), and monthly obligations under an $11,249,786 RallyTown secured payment note. The company is relying on equity-based financing, including an at-the-market facility of up to $100.0 million and a $100.0 million equity line of credit, plus a $3.0 million convertible note, alongside extensive collegiate marketing agreements that have created $24,912,027 of prepaid marketing assets and $6,022,252 of liability-classified share-based payment obligations.
Digital Brands Group, Inc. filed a notification that its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 will be filed late. The company states the delay is due to additional time needed to obtain and compile information required for the report, which it indicates could not be completed without unreasonable effort and expense.
The company expects to submit the Form 10‑Q within the allowed five calendar day extension period under Rule 12b‑25. The filing is signed by President and Chief Executive Officer John Hilburn Davis.
Digital Brands Group, Inc. reported under a Regulation FD disclosure that it has achieved what it describes as a major financial turnaround and forecasts positive cash flow starting September, driven primarily by its collegiate program. Management also cites expanding government contracts as expected to add to this momentum. The company, which operates a portfolio of luxury and lifestyle apparel brands through a digitally focused e-commerce and selective wholesale model, emphasizes that these statements are forward-looking and subject to numerous risks and uncertainties outlined in its SEC reports.
Digital Brands Group, Inc. retained Roth Capital Partners to formally explore take-private options as part of a broader review of strategic alternatives, with the stated goal of maximizing shareholder value.
In connection with this process and following the expansion of a government contract to $165 million, the company received a non-binding proposal from an existing shareholder with a stated net worth over $1 billion to acquire all outstanding common shares for $77.58 per share in cash, a premium of approximately 258% over the recent trading price of $21.63. The Board of Directors, working with Roth, will evaluate the proposal, and no decision, deadline, or assurance of any agreement or transaction has been provided.
Digital Brands Group, Inc. expanded its secured U.S. Program to approximately $165 million, a 32% increase driven by the addition of new apparel and footwear categories. Management states this expansion represents about $40 million of incremental revenue relative to prior financial guidance.
Following a previously effected 1-for-40 reverse stock split, the company reports a consolidated post-split share count of approximately 575,000 common shares outstanding. On this basis, the total value of the secured U.S. Program equates to roughly $286 in revenue per share, limited solely to that program and excluding potential contributions from other channels.
The company also highlights ongoing regulatory compliance and settlement tracking efforts, working with external legal counsel to review clearinghouse ledger discrepancies, volume anomalies, and Fails-to-Deliver across its Nasdaq and Frankfurt listings, with data packages shared with relevant exchange and regulatory entities.
Digital Brands Group, Inc. entered into a Securities Purchase Agreement on July 23, 2026, issuing an unsecured convertible promissory note with an aggregate principal amount of $3,529,412, reflecting a $3,000,000 subscription amount divided by 0.85. Proceeds are to be used for general working capital and repayment of certain liabilities. The Note matures on January 23, 2027, with scheduled repayments of $1,000,000 on or before each of October 23, November 23 and December 23, 2026, and $529,412 on or before January 23, 2027. Amounts not paid when due bear interest at 20% per annum, and an event of default triggers a mandatory payment equal to 120% of outstanding principal, accrued interest and other amounts. During an event of default, the Note is convertible at the greater of 90% of the lowest closing price over the prior five trading days or a floor price, subject to beneficial ownership limits and a Nasdaq 19.99% cap.
The company also entered into an equity purchase agreement (ELOC) giving it the right, but not the obligation, to sell to the Purchaser up to $100,000,000 of common stock through regular and intraday puts until the earlier of full draw, July 23, 2029, or specified termination events. Put Shares are priced at 95% of the applicable lowest daily VWAP or lowest traded price, subject to volume limits, a 19.99% exchange cap, and a Purchaser beneficial ownership cap of 4.99%, adjustable up to 9.99%. The Purchaser received a 1.0% commitment fee on the facility size in shares of common stock or pre-funded warrants. Aegis Capital Corp. acts as placement agent, earning a 3.0% commission on the $3,000,000 subscription amount and 3.0% on each sale of Put Shares. A Registration Rights Agreement requires filing a Form S-1 within 15 days of closing and using best efforts to obtain effectiveness within 75 days, registering 200% of Note conversion shares plus all ELOC-related shares, with liquidated damages if key registration milestones are not met.
Digital Brands Group, Inc. approved a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 24, 2026, to raise its share price and help manage compliance with Nasdaq Listing Rule 5550(a)(2) on the $1.00 minimum bid price.
The split will reduce outstanding common shares from approximately 23 million to approximately 575,000 and cut authorized common shares from 1,000,000,000 to 25,000,000, while keeping par value at $0.0001. Equity awards, warrants and convertible preferred stock will be adjusted proportionately, fractional shares will be rounded up to the nearest whole share, Clear Trust LLC will act as transfer and exchange agent, and post-split shares will trade on Nasdaq under ticker DBGI with new CUSIP 25401N 606.
Digital Brands Group, Inc. appointed David Sosnowski as an independent director effective July 14, 2026, under a Board of Directors Agreement with an initial one-year term and successive one-year renewals, continuing until the next annual shareholders meeting or earlier resignation, removal, or death.
Under the agreement, Sosnowski receives an annual $100,000 cash retainer, payable in quarterly installments beginning July 31, 2026, and non-qualified stock options to purchase up to 20,000 shares of common stock at an exercise price of $5.00 per share. The options vest 25% per quarter starting on the grant date and expire five years after issuance.
Digital Brands Group, Inc. entered into a Lock-Up and Leak-Out Agreement with the holder of a majority of its Series D Convertible Preferred Stock. The agreement imposes a 180-day Restricted Period starting July 17, 2026, during which the holder may not sell or transfer common stock except under specified leak-out and other permitted transfer provisions. During this period, sales of common stock are limited to an aggregate amount not exceeding 3% of that day’s total trading volume, unless the company waives this cap.
On July 17, 2026 at 4:30 PM ET, Digital Brands Group filed a Certificate of Amendment in Nevada to revise the definition of the Series D “Floor Price.” The Floor Price is now a price equal to 20% of the lower of (i) the closing price immediately preceding the amendment date or (ii) the average closing price for the five trading days immediately preceding that date, for purposes of conversion and related provisions of the Series D Convertible Preferred Stock. All other terms of the Series D Certificate of Designations remain in effect.