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. 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.
Digital Brands Group, Inc. announced a major retail partnership and sharply higher financial expectations. Its AVO brand will take over all prime retail space currently occupied by lululemon in the largest U.S. college bookstore chain, which operates over 1,000 locations, and will roll out a technology-driven store-in-store concept.
The company also issued third quarter 2026 revenue guidance of $8.5 million to $11.0 million with positive net income, implying roughly 300% to 500% year-over-year revenue growth and a turnaround from a $3.5 million net loss in the prior-year quarter. Management attributes this outlook to expanding collegiate licensing from 1 to 18 universities and an initial government contract deploying programs across three cities, with additional revenue and net income expected from a later expansion to more cities.
Digital Brands Group, Inc. reports that approximately 9.6 million outstanding cash warrants expired on June 17, 2026, removing a source of potential share issuance. Earlier in the week of June 15, 2026, the Company also cancelled approximately 7.1 million pre-funded warrants.
In total, the expiration and cancellation of these warrants eliminate about 16.7 million shares of dilution overhang within a three-day period. Management highlights this as a meaningful reduction in potential future dilution for existing stockholders, while the Company continues to operate its eCommerce and fashion brands across direct-to-consumer and wholesale channels.
Digital Brands Group, Inc. entered into a new financing arrangement with 1800 Diagonal Lending, LLC through a promissory note with an aggregate principal amount of $238,050.00, including an original issue discount of $13,050.00. The lender paid a purchase price of $207,000.00, which the Company received net of fees on June 10, 2026 for general working capital.
The note requires nine payments of $29,624.00, representing a one-time interest charge of 12% or $28,566.00, with the first payment due on July 15, 2026 and maturity on March 15, 2027. On default, the note becomes immediately due at 150% of outstanding principal and accrued interest, plus default interest at 22% per year, and 1800 Diagonal may convert the balance into common stock at 61% of the lowest closing bid price over the prior ten trading days.
The note limits 1800 Diagonal and its affiliates to owning no more than 4.99% of outstanding common stock at any time and caps total shares issuable on conversion at 19.99% of shares outstanding as of June 9, 2026. Additional loan tranches of up to $1,015,000.00 over the next twelve months may be provided subject to further agreement.
Digital Brands Group, Inc. director and CEO John Hilburn Davis IV reported an open-market purchase of 618,333 shares of Common Stock at $1.13 per share. After this transaction on June 10, 2026, he directly owns 688,461 shares in total.