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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 15, 2026, the board of directors of Digital Brands Group, Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-40 (the “Reverse Stock Split”). Pursuant to Section 78.207 of the Nevada Revised Statutes (the “NRS”), no stockholder approval of the Reverse Stock Split was required.
On July 20, 2026, the Company filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to effectuate the Reverse Stock Split. A copy of the Certificate of Change is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
The Reverse Stock Split will become effective at 12:01 a.m., Eastern Time, on July 24, 2026. Upon the opening of trading on July 24, 2026, the Common Stock will begin trading on a post-split basis under CUSIP number 25401N 606.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards, as applicable. In addition, proportionate adjustments will be made to the Company’s outstanding warrants, resulting in each warrant becoming exercisable for one fortieth (1/40th) of a share of Common Stock. Furthermore, proportionate adjustments will be made to the conversion factor at which the Company’s convertible preferred stock may be converted into Common Stock.
Prior to the Reverse Stock Split, the Company was authorized to issue (i) 1,000,000,000 shares of Common Stock, par value $0.0001 per share. As a result of the Reverse Stock Split, the Company will be authorized to issue 25,000,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001 per share.
Item 8.01. Other Events.
On July 17, 2026, the Company issued a press release with respect to the Reverse Stock Split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Change, filed on July 20, 2026 | |
| 99.1 | Press Release, 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 22, 2026 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
Exhibit 99.1
Digital Brands Group Announces 1-for-40 Reverse Stock Split to Solidify Continued Nasdaq Compliance; Reduces Outstanding Common Stock Float To Approximately 557,000 Shares
Austin, Texas – July 17, 2026 – DBGI Corp. (NASDAQ:DBGI) (the “Company”), a publicly traded company specializing in eCommerce and fashion today announced to solidify its long-term market footing, that it will effect a 1-for-40 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”).
The Reverse Stock Split is intended to increase the closing bid price of the Common Stock above $1.00 per share, and to enable the Company to manage continued compliance with The Nasdaq Capital Market (“Nasdaq”) Listing Rule 5550(a)(2).
The Reverse Stock Split will become effective on July 24, 2026, at 12:01 a.m., Eastern Time, and the Common Stock will open for trading on Nasdaq on a reverse split-adjusted basis under the existing ticker symbol “DBGI.” Following the execution of the Reverse Stock Split, the new CUSIP number for the Common Stock will be 25401N 606. The Reverse Stock Split reduces the number of shares of outstanding Common Stock from approximately 23 million shares to approximately 575,000 shares. At the effective time of the Reverse Stock Split, every forty shares of Common Stock either issued and outstanding or held as treasury stock will be automatically reclassified into one new share of Common Stock. The total number of shares of Common Stock authorized for issuance will be reduced by a corresponding proportion from 1,000,000,000 shares to 25,000,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.0001 per share.
No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
Clear Trust LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
The Company, in coordination with its specialized legal counsel and ShareIntel, is monitoring all clearinghouse ledger adjustments on a continuous daily basis to ensure absolute transparency, equity registry accuracy, and regulatory compliance throughout this transition period.
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
The information in this press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks” or other similar expressions. Such statements may include, but are not limited to, statements about the Reverse Stock Split and the timing thereof, as well as the trading of the Common Stock, the Company’s ability to increase its closing bid price above $1.00 per share of Common Stock and its ability to manage compliance with the minimum bid price requirement for continued listing on Nasdaq. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Further information on factors that could cause DBG’s actual results to differ materially from the results anticipated by DBG’s forward-looking statements is included in the reports the Company has filed with the U.S. Securities and Exchange Commission. DBG does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.