Digital Brands amends warrant deal for $2.5M cash

Digital Brands Group, Inc. amended its warrant letter agreements with four existing holders.

Rhea-AI Filing Summary

Digital Brands Group, Inc. amended its warrant letter agreements with four existing holders. Each holder agreed to exercise 946,970 New Warrants at an exercise price of $0.66 per share on or prior to May 31, 2026. From these New Warrant exercises, the company expects to receive approximately $2.5 million in cash. The New Warrants were originally issued in connection with a February 2025 registered offering and are exercisable through June 17, 2026. Digital Brands also agreed to file a Form S-3 registration statement to register the shares issuable upon exercise of the New Warrants for resale.

Insights

Capital structure and financing analyst

Amended warrant deal brings about $2.5M in expected cash inflows.

Digital Brands Group amended prior agreements with four warrant holders so that each will exercise 946,970 New Warrants at $0.66 per share by May 31, 2026. The company expects to receive approximately $2.5 million from these exercises.

This arrangement accelerates part of the potential cash from New Warrants that were already outstanding and exercisable through June 17, 2026. In return, the company committed to register the underlying common shares for resale on Form S-3 after filing its 2025 Form 10-K.

The amendment affects capital structure through additional common shares from warrant exercises while providing near-term liquidity. Subsequent filings, including the S-3 registration statement, will describe the registered resale of these shares and any related share count context.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Expected warrant exercise proceeds: $2.5 million Per-holder New Warrants to be exercised: 946,970 New Warrants New Warrants total capacity: 9,634,032 New Warrants +4 more

7 metrics

Expected warrant exercise proceeds $2.5 million Aggregate cash from New Warrant exercises by four holders on or prior to May 31, 2026

Per-holder New Warrants to be exercised 946,970 New Warrants Agreed amount each holder will exercise by May 31, 2026

New Warrants total capacity 9,634,032 New Warrants Total shares of common stock purchasable under New Warrants by June 17, 2026

Existing Warrants exercised upon entry 2,365,968 Existing Warrants Exercised at $0.66 per share when original Agreement was signed on February 16, 2026

Warrant exercise price $0.66 per share Exercise price for both Existing Warrants and New Warrants under the agreements

New Warrant outside exercise date June 17, 2026 Final date by which New Warrants may be exercised under their terms

S-3 filing timing Within ten business days Deadline after filing Form 10-K for year ended December 31, 2025 to file Form S-3

Key Terms

Material Definitive Agreement, Common Share Purchase Warrants, Registration Statement on Form S-1, Registration Statement on Form S-3, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Common Share Purchase Warrants financial

"four existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”)"

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

Registration Statement on Form S-1 regulatory

"offering pursuant to that certain Registration Statement Form S-1, which was declared effective"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Registration Statement on Form S-3 regulatory

"agreed to file a Registration Statement on Form S-3 with the Commission"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Annual Report on Form 10-K regulatory

"within ten business days of the filing of the Company’s Annual Report on Form 10-K"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

resale financial

"register the shares of Common Stock issuable to each Holder upon exercise of the New Warrants for resale"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Digital Brands Group (DBGI) amend in this 8-K?

Digital Brands Group amended previously disclosed letter agreements with four holders of Common Share Purchase Warrants. The amendments update how many New Warrants each holder will exercise and by when, while preserving the $0.66 per share exercise price and June 17, 2026 outside exercise date.

How much cash does Digital Brands Group (DBGI) expect from the amended warrant exercises?

The company expects to receive approximately $2.5 million from the exercise of New Warrants by the four holders on or prior to May 31, 2026. This cash comes from warrant exercises at $0.66 per share, providing additional near-term liquidity without a new debt financing.

How many New Warrants will each holder of Digital Brands Group (DBGI) exercise?

Under the amendments, each of the four holders agreed to exercise an aggregate amount of 946,970 New Warrants. These New Warrants carry an exercise price of $0.66 per share and must be exercised on or prior to May 31, 2026, within their broader June 17, 2026 exercisability window.

What are the key terms of the New Warrants for Digital Brands Group (DBGI)?

The New Warrants allow holders to purchase up to 9,634,032 shares of Digital Brands common stock at an exercise price of $0.66 per share by June 17, 2026. These warrants were issued in connection with a registered offering under a Form S-1 declared effective in February 2025.

What registration commitment did Digital Brands Group (DBGI) make related to these warrants?

Digital Brands Group agreed to file a Registration Statement on Form S-3 to register the shares of common stock issuable upon exercise of the New Warrants for resale. This filing will occur within ten business days after the company files its Form 10-K for the year ended December 31, 2025.

How do the amended warrant terms affect Digital Brands Group’s (DBGI) capital structure?

The amendments promote additional exercises of New Warrants, which will result in more common shares being issued at $0.66 per share. This increases the common share count while bringing in about $2.5 million of cash, adjusting the balance between equity and liquidity rather than adding new debt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/20/2026 - 04:30 PM EDT Learn about SEC filing dates

false 0001668010 0001668010 2026-04-14 2026-04-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): April 14, 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)		(I.R.S. Employer Identification Number)

1400 Lavaca Street, Austin, TX 78701

(Address of principal executive offices) (Zip Code)

(209) 651-0172

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 1.01. Entry into a Material Definitive Agreement.

As previously reported by Digital Brands Group, Inc. (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 17, 2026, on February 16, 2026 the Company entered into those certain letter agreements (collectively, the “Agreement”) with four existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”) previously issued by the Company to the Holders in an offering pursuant to that certain Registration Statement Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on February 11, 2025 (File No.: 333-284508). Pursuant to the Agreement, the Holders collectively agreed to exercise (i) upon entry into the Agreement, 2,365,968 of the Existing Warrants at an exercise price of $0.66 per share upon entry into the Agreement and (ii) on or prior to June 17, 2026, 9,634,032 New Warrants (as defined below) at an exercise price of $0.66 per share. In consideration for the Holders’ agreement to exercise and exchange certain Existing Warrants as set forth in the Agreement, the Company agreed to issue to the Holders new Common Share Purchase Warrants (the “New Warrants”), which New Warrants entitle the Holders thereof to purchase up to 9,634,032 shares of the Company’s common stock (the “Common Stock”) by June 17, 2026 at an exercise price of $0.66 per share.

Effective as of April 14, 2026, the Company and each Holder entered into an Amendment to the Agreement (each, an “Amendment” and collectively, the “Amendments”), whereby each Holder agreed to exercise an aggregate amount of 946,970 New Warrants, at an exercise price of $0.66 per share, on or prior to May 31, 2026. Pursuant to the Amendments, the Company expects to receive an aggregate amount of approximately $2.5 million from the exercise of New Warrants by the four holders on or prior to May 31, 2026. Additionally, the Company agreed to file a Registration Statement on Form S-3 with the Commission to register the shares of Common Stock issuable to each Holder upon exercise of the New Warrants for resale within ten business days of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The foregoing description of the Amendments does not purport to be a complete description and is qualified in its entirety by reference to the full text of the form of Amendment, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Amendment to Letter Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIGITAL BRANDS GROUP, INC.
Dated: April 20, 2026	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 21.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB