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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 27, 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
July 27, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing an expansion of its secured U.S.
program to approximately $165 million, representing a 32% increase. The expansion reflects the addition of new apparel and footwear categories
and approximately $40 million of incremental revenue, following the Company’s previously effected 1-for-40 reverse stock split.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto insofar as it relates to Item 7.01, 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.
Forward-Looking
Statements
This
Current Report on Form 8-K and the press release attached as Exhibit 99.1 contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts,
and projections about the Company and the industry in which the Company operates and management’s beliefs and assumptions. Forward-looking
statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “projects,” “forecasts,” “may,”
“will,” “should,” “could,” and variations of such words and similar expressions. These statements
are not guarantees of future performance, and actual results may differ materially from those expressed or implied in such statements
as a result of certain risks and uncertainties, including but not limited to: risks relating to consumer demand and preferences; dependence
on strategic partners and customers; distribution disruptions; availability and cost of raw materials; capital markets volatility; changes
in fashion trends; competition; operating margins; execution of business strategies; growth of wholesale and direct-to-consumer channels;
changes in the retail industry; information technology and data security; manufacturing and supply chain risks; demand forecasting; management
continuity; intellectual property protection; goodwill impairment; mergers and acquisitions integration; tax law changes; legal, regulatory,
political, and economic risks; weather events; indebtedness and financing; and climate change and sustainability matters. Additional
information regarding these and other risk factors may be found in the Company’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission. 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 27, 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 27, 2026 |
By: |
/s/
John Hilburn Davis IV |
| |
Name: |
John Hilburn Davis IV |
| |
Title: |
President and Chief Executive
Officer |
Exhibit
99.1
Digital
Brands Group (NASDAQ: DBGI; Frankfurt: S8W) Expands Secured U.S. Program 32% to $165M; Increasing Profitability
| ● | Approximately
$286 Revenue Per Share: Consolidated post-split share structure of approximately 575,000
common shares delivers a baseline of approximately $286 in revenue per share from this U.S.
program. |
| ● | New
Sector Expansion: Revenue increase is driven by the addition of new apparel and footwear
categories. |
| ● | Incremental
Revenue: This expanded $165M contract adds $40M in incremental revenue. |
| ● | Omitted
Growth Catalysts: Current figures explicitly exclude upcoming revenue from the collegiate
pipeline, deep GCC partnerships, and the e-commerce scaling strategies of the new Chief Digital
Board Member. |
| ● | Cross-Border
Compliance: Active ShareIntel data tracking is continuously utilized to monitor international
settlement lanes and protect structural public float stability. |
Austin,
Texas – July 27, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),
a publicly traded company specializing in apparel and e-commerce, today announced that following its 1-for-40 stock consolidation, the
Company reports an increase in its secured U.S. Program to $165 million, a 32% increase. This expansion is driven by the addition of
new apparel and footwear categories.
Based
on the Company’s consolidated post-split share structure of approximately 575,000 common shares outstanding, this expanded program
represents approximately $286 in revenue per share based on the total value of the U.S Program.
This
calculation is strictly limited to the U.S. Program and does not include any future revenue contributions from additional channels, including
the collegiate program, expanded partnerships with GCC, or incremental revenues generated via the e-commerce scaling strategies of the
Company’s newly appointed Chief Digital Board Member.
The
Company plans to file an official Form 8-K regarding this operational update with the U.S. Securities and Exchange Commission (SEC) later
today.
“As
we stated in our official Form 8-K filed April 30, 2026 outlining the GCC partnership and the U.S. Program, we believed that our partnership
represented the beginning of a much broader commercial opportunity,” said Hil Davis, CEO of Digital Brands Group. “This additional
$40 million in revenue is entirely new and incremental to the Company’s previous financial guidance presented in its official Form
8-K filing issued on May 12, 2026.”
Regulatory
Compliance & Settlement Tracking Notice
To
ensure fair, orderly trading and protect shareholder equity, the Company, alongside its legal counsel at Christian Attar and ShareIntel,
is continuously monitoring all clearinghouse ledger discrepancies. A routine forensic data audit is actively reviewing targeted volume
anomalies, Fails-to-Deliver (FTDs), and settlement transactions routed through offshore intra-clearing networks.
This
operational tracking is explicitly isolating cross-border settlement balances between the Company’s primary NASDAQ listing (DBGI)
and its secondary European listing on the Frankfurt Stock Exchange (Ticker: S8W; WKN: A3CQ98).
The
Company is committed to transparent market dynamics and will continue to compile and submit its verified data tracking packages directly
to domestic and international exchange compliance departments, regulatory oversight divisions, and institutional clearing intermediaries
to support continuous data integrity and orderly cross-border settlement close-outs.
About
Digital Brands Group, Inc.
Digital
Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native
e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,
and long-term brand equity.
Investor
Relations Contact:
Digital
Brands Group, Inc.
Investor Relations Department
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 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 Current Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange
Commission.
