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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

 

 

 

EX-3.1 2 ex3-1.htm EX-3.1

 

Exhibit 3.1

 

Amendment to Certificate of Designations, Preferences and Rights of the Series D
Convertible Preferred Stock of Digital Brands Group, Inc.

 

Digital Brands Group, Inc., a Nevada corporation (the “Corporation”), hereby amends the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Corporation (the “Certificate of Designations”) as follows:

 

The definition of “Floor Price” in Section 1(z) of the Certificate of Designations is hereby amended and restated in its entirety as follows:

 

“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 this 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 this Certificate of Amendment.

 

Except as expressly amended hereby, the Certificate of Designations of the Corporation remains in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc. to be signed by its Chief Executive Officer on this 16th day of July, 2026.

 

  DIGITAL BRANDS GROUP, INC.
     
  By:  
  Name: John Hilburn Davis IV
  Title: Chief Executive Officer

 

 

 
EX-10.1 3 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

LOCK-UP AND LEAK-OUT AGREEMENT

 

This Lock-Up and Leak-Out Agreement (this “Agreement”) is entered into as of July 17, 2026 (the “Effective Date”), by and between Digital Brands Group, Inc., a Nevada corporation (the “Company”), and the holder of Series D Convertible Preferred Stock set forth on the signature page hereto (the “Holder”).

 

WHEREAS, the Holder beneficially owns shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); and

 

WHEREAS, the Company has agreed to file a Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company (the “Certificate of Amendment”) to, among other things, reset the “Floor Price” (as defined in the Certificate of Designations) applicable to the Series D Convertible Preferred Stock; and

 

WHEREAS, as a material inducement for, and in consideration of, the Company’s agreement to reset the Floor Price under the Certificate of Amendment, the Holder has agreed to enter into this Agreement and to be bound by the lock-up and leak-out restrictions set forth herein; and

 

WHEREAS, the Company and the Holder each desire to set forth certain restrictions on the sale or transfer of the Holder’s shares of Common Stock, subject to the leak-out provisions set forth herein.

 

NOW, THEREFORE, in consideration of the Company’s agreement to reset the Floor Price under the Certificate of Amendment, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

 

1. Definitions.

 

“Restricted Period” means the 180 calendar-day period beginning on the Effective Date.

 

“Trading Day” means any day on which the Common Stock is traded on The Nasdaq Stock Market.

 

2. Lock-Up Restriction.

 

During the Restricted Period, the Holder agrees not to, directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate, grant any option to purchase, or otherwise dispose of, or enter into any transaction having the same economic effect as a disposition of, any shares of Common Stock beneficially owned by the Holder (including shares acquired upon conversion of shares of Series D Convertible Preferred Stock), except as permitted by Section 3 or Section 4 of this Agreement.

 

 

 

 

3. Leak-Out Exception.

 

Notwithstanding Section 2, during the Restricted Period, the Holder shall be permitted to sell, transfer, or otherwise dispose of shares of Common Stock on any Trading Day in an aggregate amount not to exceed three percent (3%) of the total trading volume of the Common Stock on such Trading Day (the “Leak-Out Cap”); provided, however, that the Leak-Out Cap may be waived by the Company for any Trading Day during the Restricted Period upon the Company’s written notice to Holder (which notice may be delivered via e-mail).

 

4. Permitted Transfers.

 

The restrictions in Section 2 shall not apply to:

 

  (a) transfers to a trust, family limited partnership, limited liability company, or other entity established for the benefit of the Holder or the Holder’s immediate family members for estate planning purposes;
     
  (b) transfers by will or the laws of intestacy upon the death of the Holder;
     
  (c) transfers to the Holder’s spouse, domestic partner, children, or other immediate family members as bona fide gifts for estate planning purposes; and
     
  (d) transfers required by order of a court of competent jurisdiction or by operation of law;

 

provided, that in each case described in clauses (a) through (d), (i) the transferee agrees in writing to be bound by the terms of this Agreement for the remainder of the Restricted Period, and (ii) no public filing or report under the Securities Exchange Act of 1934, as amended, shall be required or voluntarily made in connection with such transfer during the Restricted Period (other than a filing on Form 5 made after the expiration of the Restricted Period).

 

5. Representations and Warranties of the Holder.

 

The Holder represents and warrants to the Company that:

 

  (a) the Holder has full power and authority to execute, deliver, and perform this Agreement;
     
  (b) this Agreement has been duly authorized, executed, and delivered by the Holder and constitutes the legal, valid, and binding obligation of the Holder, enforceable against the Holder in accordance with its terms;
     
  (c) the execution, delivery, and performance of this Agreement by the Holder does not conflict with or violate any agreement to which the Holder is a party or by which the Holder’s shares of Common Stock are bound; and
     
  (d) the Holder has good and valid title to the shares of Common Stock subject to this Agreement, free and clear of any liens, encumbrances, or restrictions inconsistent with this Agreement.

 

2

 

 

6. Miscellaneous.

 

  (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.
     
  (b) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings between the parties.
     
  (c) Amendment and Waiver. This Agreement may not be amended, modified, or waived except by an instrument in writing signed by each of the parties hereto.
     
  (d) Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by nationally recognized overnight courier to the addresses set forth on the signature page hereto.
     
  (e) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Electronic signatures shall be deemed original signatures for all purposes.
     
  (f) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

 

[Signature Page Follows]

 

3

 

 

IN WITNESS WHEREOF, the parties have executed this Lock-Up and Leak-Out Agreement as of the date first written above.

 

  DIGITAL BRANDS GROUP, INC.
     
  By:  
  Name: John Hilburn Davis, IV
  Title: Chief Executive Officer
     
  HOLDER:
     
  By:  
  Name:  
  Address:  
     
  Email:  

 

[Signature Page to Lock-Up and Leak-Out Agreement]