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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 17, 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. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement |
On July 17, 2026, Digital Brands Group, Inc. (the
“Company”), entered into a Lock-Up and Leak-Out Agreement (the “Lock-Up Agreement”) with the holder of a majority
of the issued and outstanding shares of the Company’s Series D Convertible Preferred Stock (the “Holder”), as a material
inducement for, and in consideration of, the Company’s agreement to reset the Floor Price (as defined below) under the Certificate
of Amendment described in Item 5.03 of this Current Report on Form 8-K.
The Lock-Up
Agreement provides for a lock-up period of 180 calendar days beginning on the date of the Lock-Up Agreement (the “Restricted
Period”), during which period the Holder may not sell, transfer, or otherwise dispose of any shares of the Company’s common
stock (the “Common Stock”) beneficially owned by the Holder, except pursuant to the leak-out provisions described below or
certain other permitted transfers as set forth in the Lock-Up Agreement.
During the
Restricted Period, the Lock-Up Agreement permits the Holder to sell, transfer, or otherwise dispose of shares of Common Stock on any trading day in an aggregate amount not exceeding 3% of the total trading volume
of the Common Stock on such day, which cap may be waived by the Company in its discretion.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year |
Effective
as of 4:30 PM ET on July 17, 2026, the Company
filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Certificate of Designations, Preferences and Rights
of the Series D Convertible Preferred Stock of the Company (the “Certificate of Amendment”), which will become effective
upon receipt and recording by the Secretary of State of the State of Nevada.
The
Certificate of Amendment amends the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of
the Company, as amended from time to time (the “Series D Certificate of Designations”), to amend and restate the definition
of “Floor Price” in Section 1(z) of the Series D Certificate of Designations. As amended, “Floor Price” means
a price that is 20% of the lower of: (i) the closing price, as reflected on Nasdaq.com, immediately preceding the date of the
Certificate of Amendment; or (ii) the average closing price of the Common Stock, as reflected on Nasdaq.com, for the five trading
days immediately preceding the date of the Certificate of Amendment.
The
purpose of the Certificate of Amendment is to revise the Floor Price applicable to the Company’s Series D Convertible Preferred
Stock for purposes of the conversion and related provisions of the Series D Certificate of Designations. Except as expressly amended
by the Certificate of Amendment, the Series D Certificate of Designations remains in full force and effect.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the form of Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc., effective July 17, 2026. |
| 10.1 |
|
Form of Lock-Up and Leak-Out Agreement, dated July 17, 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 17, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John
Hilburn Davis IV |
| |
Title: |
President
and Chief Executive Officer |
