Digital Brands Group Files 8-K with Material Agreements
Ticker: DBGI · Form: 8-K · Filed: Sep 26, 2025 · CIK: 1668010
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
Related Tickers: DBGI
TL;DR
DBGI filed an 8-K detailing material agreements, equity sales, and corporate changes.
AI Summary
On September 23, 2025, Digital Brands Group, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes other events and financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions by Digital Brands Group, Inc., including new agreements and potential changes affecting its shareholders.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexity and potential risks for investors.
Key Players & Entities
- Digital Brands Group, Inc. (company) — Registrant
- September 23, 2025 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement entered into by Digital Brands Group, Inc. on September 23, 2025?
The filing indicates the entry into a Material Definitive Agreement, but the specific details of this agreement are not provided in the provided text.
What type of equity securities were sold in the unregistered sales reported by Digital Brands Group, Inc.?
The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.
What are the material modifications to the rights of security holders mentioned in the filing?
The filing notes material modifications to the rights of security holders, but the specifics of these modifications are not elaborated upon in the provided text.
Were there any amendments to Digital Brands Group, Inc.'s articles of incorporation or bylaws?
Yes, the filing indicates that there were amendments to the articles of incorporation or bylaws.
What is the primary business of Digital Brands Group, Inc. according to the SIC code?
According to the Standard Industrial Classification code provided (5600), Digital Brands Group, Inc. is in the RETAIL-APPAREL & ACCESSORY STORES industry.
Filing Stats: 1,601 words · 6 min read · ~5 pages · Grade level 12.6 · Accepted 2025-09-26 17:24:16
Key Financial Figures
- $0.0001 — Convertible Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stoc
- $1,000 — D Preferred Stock had a stated value of $1,000 per share, or approximately $14,031,250
- $14,031,250 — e of $1,000 per share, or approximately $14,031,250 in the aggregate, with aggregate gross
- $11,225,000 — te gross cash proceeds of approximately $11,225,000 to the Company (the "Initial Subscripti
- $1,150 — referred Stock from $1,000 per share to $1,150 per share. The Additional Series D Shar
- $1,500,000 — or for aggregate gross cash proceeds of $1,500,000 (the "Additional Subscription Amount" a
- $2,156,250 — reflecting an aggregate stated value of $2,156,250, or $1,150 per share. Pursuant to the
- $300,000 — "Warrants") in the aggregate amount of $300,000 in cash in accordance with the terms an
Filing Documents
- form8-k.htm (8-K) — 50KB
- ex3-1.htm (EX-3.1) — 2KB
- ex10-1.htm (EX-10.1) — 87KB
- ex10-2.htm (EX-10.2) — 28KB
- ex99-1.htm (EX-99.1) — 13KB
- ex3-1_001.jpg (GRAPHIC) — 1821KB
- ex3-1_002.jpg (GRAPHIC) — 865KB
- ex99-1_001.jpg (GRAPHIC) — 2KB
- 0001493152-25-015802.txt ( ) — 4063KB
- dbgi-20250923.xsd (EX-101.SCH) — 3KB
- dbgi-20250923_lab.xml (EX-101.LAB) — 33KB
- dbgi-20250923_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
03
Item 3.03. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Information set forth in Item 1.01 and Item 3.03 of this Current Report with regard to the Series D COD Amendment is incorporated herein by reference. Item 8.01 Other Events . On September 24, 2025, the Company issued a press release announcing the signing of the Amendment in connection with the PIPE Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 First Amendment to the Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock 10.1 Form of Amendment and Addendum to Securities Purchase Agreement 10.2 Form of Amendment to Registration Rights Agreement 99.1 Press Release dated September 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: September 26, 2025 By: /s/ John Hilburn Davis IV Name: John Hilburn Davis IV Title: President and Chief Executive Officer