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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): July 7, 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.
On
July 7, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing a strategic partnership between
its AVO brand and the largest college bookstore chain in the United States, which operates over 1,000 bookstore locations. Under this
partnership, AVO will assume all prime retail floor space currently occupied by lululemon across all existing bookstore locations. The
Company intends to leverage this expanded retail presence by deploying its store-in-store concept, which integrates customization-focused
technology and enhanced customer experiences into every location.
A
copy of the press release issued by the Company on July 7, 2026 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
July 8, 2026, the Company issued a press release providing third quarter 2026 revenue guidance of $8.5 million to $11.0 million and positive
net income. The Company indicated this represents a projected 300% to 500% year-over-year increase in revenue, alongside a significant
bottom-line turnaround from a $3.5 million net loss in Q3 of the prior year to break-even or positive net income. The forecasted growth
is driven by two key catalysts: a collegiate expansion from 1 to 18 universities, and a landmark government contract for the first scale
deployment program across three cities.
A
copy of the press release issued by the Company on July 8, 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 July 7, 2026 |
| 99.2 |
|
Press Release dated July 8, 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: July 9, 2026 |
By: |
/s/ John Hilburn Davis IV |
| |
Name: |
John Hilburn Davis IV |
| |
Title: |
President and Chief Executive Officer |
Exhibit
99.1
DBGI
Announces Partnership with Largest College Bookstore Chain with Over 1,000 Locations
AVO
to Take Over lululemon’s Prime Retail Space in All Current Bookstore Locations
Austin,
Texas – July 7, 2026 – DBGI Corp. (NASDAQ:DBGI) a publicly traded company specializing in eCommerce and fashion
today announced that its AVO brand has partnered with the largest college bookstore chain, which has over 1,000 bookstore locations.
Additionally,
AVO will assume all prime retail floor space currently occupied by Lululemon across all bookstores. The Company plans to maintain this
footprint while rolling out its store-in-store concept, integrating customization-focused technology and enhanced customer experiences
into every location.
“We
were often tucked away upstairs or in the back corners of bookstores, yet our strong sell-through rates prove that compelling products
and real value will always create strong customer demand,” said Hil Davis, CEO of Digital Brands Group. “The world’s
largest retailers built their multi billion-dollar brands on offering a great customer value proposition. We are doing the exact same
thing in collegiate licensing.”
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.
Exhibit
99.2
DBGI
Forecasts Profitable Q3 2026 with $8.5M to $11M Revenue Driven by Collegiate Expansion & Multi-City Government Rollout
Rollout
Expands in Q4 with an Additional $8M-$9M in Revenue and $3M+ Net Income Secured from 4 to 7 city scale-up
Austin,
Texas – July 8, 2026 – DBGI Corp. (NASDAQ:DBGI) a publicly traded company specializing in eCommerce and fashion today announced
third quarter 2026 revenue guidance of $8.5 to $11.0 million and positive net income.
This
represents a projected 300% to 500% year-over-year increase in revenue, alongside a significant bottom-line turnaround—shifting
from a $3.5 million net loss in Q3 last year to break-even or positive net income this quarter.
This
forecasted growth is driven by two key catalysts: a massive collegiate expansion from 1 to 18 universities, and a landmark government
contract for the first scale deployment program across three cities.
Please
note that the current guidance does not include $8 million to $9 million in revenue and $3 million net income contributions from the
seven additional cities designated for the initial scale deployment program, as these were delayed by the government shutdown earlier
this year.
“Our
shift toward collegiate licensing and government contracts is scaling rapidly and profitably. This transition proves our new high-margin
model is the right strategy to drive sustainable growth and creating both short and long-term shareholder value.” 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
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.
