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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): August 3, 2026
Digital
Brands Group, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40400 |
|
46-1942864 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
Number) |
350
Texas Ave, Suite 250, Round Rock, TX 78664
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (212) 524-6860
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, par value $0.0001 per share |
|
DBGI |
|
The
Nasdaq Stock Market LLC |
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.
Retention
of Financial Advisor
On
August 3, 2026, Digital Brands Group, Inc. (the “Company”) announced that it has retained Roth Capital Partners (“Roth”)
to formally explore take-private options to maximize shareholder value. The Company intends to provide updates to shareholders throughout
the process. There can be no assurance that the exploration of strategic alternatives will result in any definitive offer, agreement,
or transaction being entered into, or that any transaction will be approved or consummated.
A
copy of the press release issued by the Company on August 3, 2026 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Receipt
of Acquisition Proposal
On
August 5, 2026, the Company announced that it has received a proposal from an existing shareholder with a stated net worth in excess
of $1 billion to acquire all outstanding shares of common stock of the Company for $77.58 per share in cash (the “Proposal”).
The Proposal represents a premium of approximately 258% over the Company’s current trading price of $21.63 per share. The Proposal
was received in connection with the Company’s ongoing review of strategic alternatives.
The
Company’s Board of Directors (the “Board”) will evaluate the Proposal in consultation with the Company’s recently
retained financial advisor. No decision has been made with respect to the Company’s response to the Proposal at this time, and
no deadline or definitive timeline has been set for such a decision.
There
can be no assurance that any transaction will be consummated or that the Board will approve the Proposal or any other transaction. The
Company does not intend to comment further on the Proposal or the strategic alternatives process unless and until the Board has approved
a specific course of action or the Company otherwise determines that further disclosure is appropriate or required by law.
A
copy of the press release issued by the Company on August 5, 2026 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated August 3, 2026 |
| 99.2 |
|
Press Release dated August 5, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
DIGITAL
BRANDS GROUP, INC. |
| |
|
|
| Date:
August 6, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
Digital
Brands Group Retains Roth Capital Partners to Explore Take-Private Options
Austin,
Texas – August 3, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),
a publicly traded company specializing in apparel and e-commerce, today announced that the Company has retained Roth Capital Partners
to formally explore take-private options to maximize shareholder value.
The
Company will provide updates to shareholders throughout the process. There can be no assurance that the exploration of take-private options
will result in any definitive offer, that a definitive merger agreement will be executed, or that any transaction will be approved, authorized,
or consummated.
About
Digital Brands Group, Inc.
Digital
Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native
e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,
and long-term brand equity.
Investor
Relations Contact:
Digital
Brands Group, Inc.
Investor Relations Department
Email: invest@digitalbrandsgroup.co
Forward-looking
Statements
Certain
statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks
and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,”
“estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning
or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
All statements regarding DBG’s plans, objectives, projections and expectations relating to DBG’s operations or financial
performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees
and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition
of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising
from the level of consumer demand for apparel and accessories; DBG’s ability to add and retain strategic partners and customers;
disruption to DBGs distribution system; the financial strength of DBG’s customers; fluctuations in the price, availability and
quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; DBG’s response
to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online
retailers; manufacturing and product innovation; increasing pressure on margins; DBG’s ability to implement its business strategy;
DBG’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG’s and
its vendors’ ability to maintain the strength and security of information technology systems; the risk that DBG’s facilities
and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches
and data or financial loss; DBG’s ability to properly collect, use, manage and secure consumer and employee data; stability of
DBG’s manufacturing facilities and foreign suppliers; continued use by DBG’s suppliers of ethical business practices; DBG’s
ability to accurately forecast demand for products; continuity of members of DBG’s management; DBG’s ability to protect trademarks
and other intellectual property rights; possible goodwill and other asset impairment; DBG’s ability to execute and integrate acquisitions;
changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG’s
indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations;
and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG’s
financial results is included from time to time in DBG’s public reports filed with the SEC, including DBG’s Annual Report
on Form 10-K, and Quarterly Reports on Form 10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange
Commission.
Exhibit
99.2
Digital
Brands Group Announces Receipt of $77.58 Per Share All Cash Proposal
Proposal
Received Amid Active Review of Strategic Alternatives Assisted by Recently Retained Financial Advisor
Austin,
Texas – August 5, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),
a publicly traded company specializing in apparel and e-commerce, today confirmed that, in connection with its ongoing review of strategic
alternatives and following the recent expansion of its landmark government contract to $165 million, the Company has received a proposal
from an existing shareholder with a net worth over a billion dollars to acquire all outstanding shares of common stock for $77.58 per
share in cash.
The
proposal represents a premium of approximately 258% over the Company’s current trading price of $21.63.
The
Board of Directors, in close consultation with its recently retained financial advisor, will carefully evaluate the proposal to determine
the course of action that is in the best interests of the Company and its shareholders.
The
Company cautions its shareholders and others considering trading in its securities that the Board of Directors recently received the
proposal and has not made any decision with respect to the Company’s response. There can be no assurance that any agreement will
be executed, or that this or any other transaction will be approved or consummated. Digital Brands Group has not set a deadline or definitive
timeline for the completion of this evaluation. The Company does not intend to comment further unless and until its Board of Directors
has approved a specific course of action or the Company has otherwise determined that further disclosure is appropriate or necessary.
About
Digital Brands Group, Inc.
Digital
Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native
e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,
and long-term brand equity.
Investor
Relations Contact:
Digital
Brands Group, Inc.
Investor Relations Department
Email: invest@digitalbrandsgroup.co
Forward-looking
Statements
Certain
statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks
and uncertainties. These statements are based on current expectations and assumptions and are neither promises nor guarantees, but involve
known and unknown risks, uncertainties and other important factors that may cause actual results to differ materially from those expressed
or implied. Factors that could cause actual results to differ include, without limitation: the possibility that the strategic review
process may not result in any transaction; the disruptive impact of the review on the Company’s business, operations, employees,
and other counterparties; the timing and structure of any potential transaction. You can identify these statements by the fact that they
use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and
“may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar
expressions does not mean that a statement is not forward-looking. All statements regarding DBG’s plans, objectives, projections
and expectations relating to DBG’s operations or financial performance, and assumptions related thereto are forward-looking statements.
We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or
implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that
could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to: risks arising from the level of consumer demand for apparel and accessories; DBG’s
ability to add and retain strategic partners and customers; disruption to DBGs distribution system; the financial strength of DBG’s
customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in
the global capital and credit markets; DBG’s response to changing fashion trends, evolving consumer preferences and changing patterns
of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins;
DBG’s ability to implement its business strategy; DBG’s ability to grow its wholesale and direct-to-consumer businesses;
retail industry changes and challenges; DBG’s and its vendors’ ability to maintain the strength and security of information
technology systems; the risk that DBG’s facilities and systems and those of our third-party service providers may be vulnerable
to and unable to anticipate or detect data security breaches and data or financial loss; DBG’s ability to properly collect, use,
manage and secure consumer and employee data; stability of DBG’s manufacturing facilities and foreign suppliers; continued use
by DBG’s suppliers of ethical business practices; DBG’s ability to accurately forecast demand for products; continuity of
members of DBG’s management; DBG’s ability to protect trademarks and other intellectual property rights; possible goodwill
and other asset impairment; DBG’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory,
political and economic risks; adverse or unexpected weather conditions; DBG’s indebtedness and its ability to obtain financing
on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on
sustainability issues. More information on potential factors that could affect DBG’s financial results is included from time to
time in DBG’s public reports filed with the SEC, including DBG’s Annual Report on Form 10-K, and Quarterly Reports on Form
10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange Commission.
