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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): September 1, 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
7.01 Regulation FD Disclosure.
On
September 1, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing that it has executed a binding
contract of $3.3 million in guaranteed cash flow for its U.S. Program from September 1 through December 31, 2026. The $3.3 million in
guaranteed cash flow stems solely from the first two markets of a larger $165 million U.S. Program over the next two years, details of
which were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 27, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated September 1, 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:
September 2, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
Digital
Brands Group Executes Binding $3.3 Million in Guaranteed Cash From September Through December 2026
This
$3.3 million in guaranteed cash flow stems solely from the first two markets of a larger $165 million U.S. Program over the next two
years
Austin,
Texas – September 1, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),
a publicly traded company specializing in apparel and e-commerce, today announced that it has executed a binding contract of $3.3 million
in guaranteed cash flow for its U.S. Program from September 1 through December 31, 2026.
This
$3.3 million in guaranteed cash flow stems solely from the first two markets of a larger $165 million U.S. Program over the next two
years. The Company previously disclosed details of this $165 million initiative in its Form 8-K filed on July 27, 2026.
“This
guaranteed cash flow from just two markets over four months represents the first tranche of guaranteed cash flow from this program. Based
on the contract, we expect this guaranteed cash flow to increase significantly every quarter for the next two years,” said Hil
Davis, CEO of Digital Brands Group.
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
https://ir.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.
