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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): June 15, 2026
Digital
Brands Group, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40400 |
|
46-1942864 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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. ☐
On
June 15, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing the cancellation of 7.1 million
pre-funded warrants pending a legal investigation into suspected misconduct, including allegations of collusion, acting in concert, multiple
violations of beneficial ownership caps (the 4.99% rule), use of foreign silent partners as nominees, and transfer agent discrepancies.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated June 15, 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:
June 17, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
DBGI
Cancels 7.1 Million Pre-Funded Warrants to Protect Shareholders Pending Legal Investigation
This
is Due to Shareholder Demand for Corporate Transparency Regarding Collusion, Acting in Concert, Multiple Violations of the 4.99% rule,
Using Foreign Silent Partners as Nominees and Transfer Agent Discrepancies
Austin,
Texas – June 15, 2026 – DBGI Corp. (NASDAQ:DBGI) a publicly traded company specializing in eCommerce and fashion
today announced that it has cancelled 7.1 million pre-funded warrants to protect shareholders pending a legal investigation.
The
Company has been notified by concerned shareholders regarding a troubling series of events concerning collusion, acting in concert, multiple
violations of the 4.99% rule, using foreign silent partners as nominees and transfer agent discrepancies.
Shareholders
and stakeholders are actively seeking immediate clarification and corrective action from the Board of Directors regarding these concerns.
The Company remains committed to adhering to SEC regulations and ensuring a fair, transparent market for all investors. Further updates
will be provided as this matter develops.
Concerns
Over Collusion and Ownership Caps
Pre-funded
warrants are typically structured with a 4.99% or 9.99% beneficial ownership blocker to prevent individual entities from triggering change-of-control
provisions or crossing SEC reporting thresholds. Shareholders have raised serious red flags regarding a concerted effort by certain entities
to circumvent these caps. The Company is being urged to investigate whether related parties and attribution affiliates are coordinating
(colluding) and acting in concert to exert disproportionate control over the share price and trading activity through, including share
price manipulation.
Using
Foreign Silent Partners as Nominees
Shareholders
are requesting a formal investigation into suspected misconduct, market manipulation, and the undisclosed use of foreign silent partners
as nominees. The complaint alleges that certain entities transferred pre-funded warrant allocations to foreign silent partners to collude,
control share allocations, and artificially manipulate share prices. Share transfers and Share Purchase Agreements (SPAs) were submitted
to the transfer agent.
Transfer
Agent (TA) Errors and Share Count Discrepancies
Beyond
control and collusion concerns, and the 4.99% beneficial ownership issues and using foreign silent partners as nominees, there are glaring
inaccuracies in the outstanding warrant total and records logged per entity given the SPA’s and transfer agreements that that a
single controlling party from this group provided to the transfer agent.
Accurate
records are critical to maintaining compliance with the Securities and Exchange Commission (SEC) and exchange listing rules.
About
Digital Brands Group
We
offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business
model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer’s “closet share”
by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort.
Digital
Brands Group, Inc. Company Contact
Hil Davis, CEO
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 widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus
(COVID-19) global pandemic; the level of consumer demand for apparel and accessories; 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 Forms 8-K filed or furnished with the SEC.
