Welcome to our dedicated page for Digital Brands Group SEC filings (Ticker: DBGI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Digital Brands Group, Inc. (DBGI) SEC filings page on Stock Titan provides access to the company’s official U.S. Securities and Exchange Commission documents, including registration statements, current reports, and notifications related to its securities. As a smaller reporting company and emerging growth company, Digital Brands Group uses these filings to disclose information about its capital structure, material agreements, and ongoing operations in the electronic shopping and retail trade sector.
Among the key filings are Forms S-1 and S-1/A, which relate to the resale of shares of common stock issued or issuable under exclusive private label manufacturing agreements and marketing and sponsorship agreements with collegiate and marketing partners. These registration statements describe arrangements with entities such as AAA Tuscaloosa, Rallytown, Crimson Tide Sports Marketing, The Grove Collective, and Buffalo Sports Properties, and outline how shares of common stock are issued as consideration under those agreements.
Current reports on Form 8-K provide detail on material definitive agreements, private investment in public equity (PIPE) transactions, amendments to preferred stock designations, and unregistered sales of equity securities. For example, filings describe the terms of Series D Convertible Preferred Stock, amendments to its stated value and authorized share count, and conditions for the release of subscription amounts from segregated accounts.
A Form 25 (25-NSE) filing relates to the removal from listing and/or registration of a class of the company’s warrants from the Nasdaq Stock Market LLC, specifying that it concerns warrants rather than common stock. Together, these filings offer insight into Digital Brands Group’s financing activities, collegiate and NIL-related agreements, and changes affecting its securities.
Stock Titan’s tools surface these SEC filings as they are posted to EDGAR and apply AI-powered summaries to help explain the structure and implications of documents such as S-1, S-1/A, 8-K, and Form 25. Users can quickly scan key terms around equity issuances, preferred stock, and material agreements, and then drill into the full text for deeper review.
Digital Brands Group, Inc. entered into an at-the-market sales agreement with Aegis Capital Corp. that allows it to issue and sell, from time to time, shares of common stock with an aggregate offering price of up to $100,000,000 under an effective Form S-3 shelf registration.
Sales will be made as at-the-market offerings under Rule 415(a)(4), with Aegis acting as sales agent on a commercially reasonable efforts basis and receiving a cash commission of 2.0% of the gross proceeds from each sale. Under General Instruction I.B.6 of Form S-3, primary offerings are limited to no more than one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.
Digital Brands Group, Inc. amended its warrant letter agreements with four existing holders. Each holder agreed to exercise 946,970 New Warrants at an exercise price of $0.66 per share on or prior to May 31, 2026. From these New Warrant exercises, the company expects to receive approximately $2.5 million in cash. The New Warrants were originally issued in connection with a February 2025 registered offering and are exercisable through June 17, 2026. Digital Brands also agreed to file a Form S-3 registration statement to register the shares issuable upon exercise of the New Warrants for resale.
Digital Brands Group, Inc. filed its Annual Report describing a year of heavy losses, liquidity pressure, and strategic repositioning. The company reported a net loss of about $28.3 million in 2025 and an accumulated deficit of $155.35 million, alongside a working capital deficit and substantial debt.
DBGI details Nasdaq delisting in December 2024, after failing bid price, market value, equity, and shareholder approval listing standards; its shares now trade on the OTC Pink Market. To address liquidity, the company completed a February 2025 securities offering with gross proceeds of roughly $7.5 million and entered multiple equity- and warrant-based marketing and collegiate apparel agreements.
The report outlines a portfolio of five apparel brands, including the Avo collegiate loungewear concept, and emphasizes an omnichannel, data-driven model. Management highlights significant risks, including going concern uncertainty, high leverage, potential asset impairments, intense competition, and dependence on successful acquisitions and integration to drive future growth.
Digital Brands Group, Inc. is offering up to $100,000,000 of Common Stock pursuant to an at-the-market issuance sales agreement with Aegis Capital Corp. dated April 15, 2026. Sales may occur from time to time at market prices or in privately negotiated transactions.
The Sales Agent will act as agent or principal and is entitled to a fixed commission of 2.0% of gross proceeds; proceeds will be delivered directly to the company, less commissions. The company states it may use net proceeds for working capital, potential acquisitions and general corporate purposes. As of April 13, 2026, the last reported sale price was $2.18 per share and the company reported a public float of approximately $109.9 million.
Digital Brands Group, Inc. submitted a Form 12b-25 notifying the Commission that its Annual Report on Form 10-K for the year ended December 31, 2025 will be late. The company states the delay is due to time needed to obtain and compile certain required information and expects to file within the fifteen calendar day extension period.
Digital Brands Group, Inc. entered a three-year Consulting Agreement with Athlete Capital Sports LLC tied to Penn State’s name, image and likeness program for student-athletes. As partial consideration, Digital Brands will issue common shares equal to a $3 million consulting fee, calculated using the lower of the five-day volume-weighted average price or the prior-day closing price before the April 11, 2026 share delivery date.
The shares carry a guaranteed make-whole feature designed to preserve a $3 million total value over a defined period, with cash payments owed if sale proceeds fall short. Digital Brands also agreed to invest $500,000 per year for three years in University student-athlete funds as directed by Athlete Capital Sports, and to file a resale registration statement for the shares by April 26, 2026. The company’s CEO, John Hilburn Davis IV, will vote the issued shares under a proxy arrangement.
Digital Brands Group, Inc. reported an administrative change in how it manages shareholder records. Effective March 5, 2026, the company terminated VStock Transfer, LLC as transfer agent and appointed ClearTrust LLC as its new transfer agent and registrar for its securities. All shareholder records have been moved to ClearTrust, which will now handle services such as maintaining the shareholder register and processing transfers of the company’s common stock.
Digital Brands Group, Inc. entered into agreements with existing warrant holders that immediately raised approximately $1.54 million in cash through the exercise of 2,365,968 existing warrants at $0.66 per share. In return, the company granted new warrants allowing holders to buy up to 9,634,032 additional shares at the same exercise price by June 17, 2026, with a 4.99% ownership cap triggering pre-funded warrants instead. The company plans to register the resale of shares issuable from these new securities on a Form S-3 to be filed by February 27, 2026. Separately, following its recent reincorporation to Nevada effective December 29, 2025, the company filed a Certificate of Designations for its Series D Convertible Preferred Stock.
Digital Brands Group, Inc. is registering up to 1,721,000 shares of common stock for resale by existing stockholders, with no new shares being sold by the company and no proceeds to the company from these sales. The shares were issued or are issuable under marketing, sponsorship and private-label manufacturing agreements with college sports–related partners including NIL collectives and university affiliates.
Common stock outstanding is approximately 8,172,930 shares both before and after the offering, so this filing primarily provides liquidity for the selling stockholders. The company highlights a domestic manufacturing footprint with over 90% of products made in the United States, limiting tariff exposure and avoiding reliance on the former de minimis import exemption that many online competitors used.
The prospectus also describes a Series D convertible preferred PIPE completed in 2025, providing about $12.7 million in gross proceeds with a variable conversion price set at 80% of the lowest closing price over a five-day period, subject to ownership limits and escrow release conditions. Risk factors emphasize continued net losses, an accumulated deficit of $134.8 million, a working capital deficit of $4.8 million as of September 30, 2025, substantial liabilities, and auditor and management statements that there is substantial doubt about the company’s ability to continue as a going concern without additional capital.