false
0001668010
0001668010
2026-07-06
2026-07-06
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): July 6, 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
July 6, 2026, Digital Brands Group, Inc. (the “Company”) announced that it has retained the law firm of Christian Attar,
a market manipulation and naked short litigation firm located in Houston, Texas, to investigate potential naked short selling and other
market manipulation of the Company’s common stock.
In
June 2026, the Company engaged Shareholder Intelligence Services, LLC (“ShareIntel”) to support efforts to investigate and
address potentially illegal trading activity, including suspected naked short selling and market manipulation involving the Company’s
common stock. ShareIntel will track shareholder data, including share ownership, purchases, sales, and custody by individuals, institutions,
broker-dealers, clearing agents, and custodians.
The
decision to retain outside counsel and engage ShareIntel follows an internal review of trading patterns that raised concerns regarding
potential violations of securities laws. The suspected violations include, among other things: naked shorting, spoofing, market manipulation,
collusion, acting in concert, multiple violations of the 4.99% beneficial ownership threshold rule, the use of foreign silent partners
as nominees, and transfer agent discrepancies.
The
Company has stated that it intends to thoroughly investigate and, if warranted, aggressively pursue through counsel any party responsible
for losses to the Company or its shareholders. The Company and its legal team intend to provide all evidence gathered to the appropriate
authorities, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and the Ontario Securities Commission.
A
copy of the press release issued by the Company on July 6, 2026 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s plans to investigate
potential illegal trading activity, its intent to pursue legal action, and its intent to provide evidence to regulatory authorities.
These statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in such forward-looking statements.
Factors
that could cause actual results to differ materially include, but are not limited to: the outcome of any investigation or legal proceedings;
the ability to identify and prove alleged illegal trading activity; the responses of regulatory authorities; changes in applicable laws
and regulations; general market and economic conditions; and other risks and uncertainties described in the Company’s filings with
the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q.
The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated July 6, 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 8, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
DBGI
Launches Legal Actions & Investigation on Naked Shorts, Retains Christian Attar and ShareIntel to Expose Naked Shorting, Spoofing,
Market Manipulation, Collusion, Acting in Concert, Multiple Violations of the 4.99% Rule, and Using Foreign Silent Partners as Nominees
Austin,
Texas – July 6, 2026 – DBGI Corp. (NASDAQ:DBGI) a publicly traded company specializing in eCommerce and fashion
today announced that announces that the Company has retained the law firm of Christian Attar, a recognized market manipulation and naked
short litigation firm located in Houston, Texas, to an investigation of any potential naked short selling or other market manipulation
of common shares of Digital Brands Group.
Additionally,
the Company engaged Shareholder Intelligence Services, LLC (ShareIntel) in June 2026 to support efforts to investigate and address potentially
illegal trading activity. This includes suspected naked short selling and market manipulation involving the Company’s common stock.
The
decision to engage Christian Attar and ShareIntel follows an internal review of trading patterns that raised concerns regarding potential
violations of securities laws, including naked shorting, spoofing, market manipulation, collusion, acting in concert, multiple violations
of the 4.99% rule, using foreign silent partners as nominees and transfer agent discrepancies.
ShareIntel
will track all shareholder data, including share ownership, purchases, sales and custody by individuals, institutions, broker-dealers,
clearing agents and custodians, to enable the Company to better understand the trading, settlement, and beneficial ownership of its common
shares and communicate findings to shareholders.
Christian
Attar (and predecessor firms) along with various other partner firms have during the past 24 years, successfully prosecuted and collected
tens of millions of dollars in damages on behalf of their clients from broker-dealers, and/or analyst firms and/or other Wall Street
entities who have engaged in a variety of market manipulation schemes.
Digital
Brands Group will not passively permit unscrupulous manipulators to destroy the market value of its shares and will thoroughly investigate
and aggressively prosecute through counsel, any party that is responsible for its losses.
The
Company and its legal team intend to provide all evidence of and records of activity to the appropriate authorities (e.g., Department
of Justice, Securities and Exchange Commission, Ontario Securities Commission).
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.
