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): ~~August~~September 1323, 2025

DIGITAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40400

46-1942864

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1400 Lavaca Street, Austin, TX 78701

(Address of principal executive offices) (Zip Code)

(209) 651-0172

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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
None		N/A		N/A

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.

OnAs previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2025, Digital Brands Group, Inc., a Delaware corporation (the “Company”), ~~closed~~and ~~its~~certain ~~previously~~accredited ~~announced~~investors (each, an “Investor” and collectively, the “Investors”) closed a private investment in public equity (the “PIPE Offering”) pursuant to ~~the~~that certain Securities Purchase Agreement, dated August 8, 2025 (the “~~Securities~~ Original Purchase Agreement”),. At ~~by and among~~ the ~~Company~~initial ~~and~~closing ~~select~~under ~~investors~~the ~~(each,~~Initial anPurchase ~~“Investor”~~Agreement ~~and~~on ~~collectively~~August 13, 2025 (the “~~Investors~~Initial Closing”)~~. At the closing~~, the Company issued to the Initial Investors an aggregate of approximately 14,031.25 shares of its Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), which shares are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to applicable beneficial ownership limitations ~~set by the Investors~~, at a conversion price equal to 80% of the lowest closing price of the Common Stock for each of the five trading days immediately ~~prior to~~preceding the applicable conversion date. The ~~aggregate~~Series ~~cash~~D ~~purchase~~Preferred ~~price~~Stock ~~for~~had a stated value of $1,000 per share, or approximately $14,031,250 in the ~~Series~~aggregate, with Daggregate ~~Preferred~~gross ~~Stock~~cash ~~was~~proceeds of approximately $11,225,000 to the Company (the “~~Offering Proceeds~~Initial Subscription Amount”), before deducting placement agent fees and other offering expenses,. ~~having~~The ashares ~~stated~~of ~~value~~Series ofD ~~approximately~~Preferred ~~$14~~Stock issued at the Initial Closing were issued pursuant to that certain Certificate of Designations,~~031,250.~~ Preferences and Rights of the Series ~~The~~D ~~Company~~Convertible ~~intends~~Preferred toStock ~~use~~(the “Initial Series D COD”) filed with the ~~proceeds~~Secretary ~~from~~of State of the ~~PIPE~~State ~~Offering~~of ~~for~~Delaware ~~general~~(the “Delaware ~~corporate~~Secretary ~~and~~of ~~working~~State”) ~~capital~~on ~~purposes~~August 8, 2025.

~~The~~On September 23, 2025, the Company and the Investors ~~shall~~entered ~~not~~into bean ~~entitled~~amendment to ~~convert~~the ~~any~~Original ~~shares~~Purchase ofAgreement ~~their~~(the ~~Series~~“Amendment” and Dtogether ~~Preferred~~with ~~Stock~~the ~~into~~Original ~~shares~~Agreement, ofthe ~~Common~~“Purchase ~~Stock~~Agreement”) to provide for, among other things, (~~such~~i) ~~shares~~the ~~issued~~Company’s ~~upon~~sale ~~conversion~~and issuance of an additional 1,875 shares of Series D Preferred Stock to (the “~~Conversion~~Additional Series D Shares”) to one of the ~~extent~~Investors ~~that~~(the “Additional Investor”), ~~after~~(ii) ~~giving~~an ~~effect~~amendment to ~~such~~the ~~conversion,~~Initial ~~any~~Registration ~~such~~Rights ~~Investor~~Agreement (~~together~~as defined ~~with~~below) ~~its~~to ~~affiliates)~~extend ~~would~~the ~~beneficially~~Company’s ~~own~~deadline into ~~excess~~file ofthe ~~19.99%~~resale ofregistration statement covering the ~~outstanding~~resale of the shares of Common Stock issuable ofupon the ~~Company,~~conversion ~~unless~~of ~~and until~~ the ~~Company~~Series ~~has~~D ~~obtained~~Preferred ~~such~~Stock, ~~approval~~including asthe ~~may~~shares beof ~~required~~Common byStock ~~the~~issuable ~~applicable~~upon ~~rules~~the ~~and~~conversion ~~regulations~~ of the Additional ~~Nasdaq~~Series ~~Stock~~D ~~Market~~Shares (~~or any~~the ~~successor~~“Resale ~~entity~~Registration Statement”) ~~from~~to ~~the~~December ~~shareholders~~1, of2025, and (iii) an amendment to the ~~Company~~Initial Series ~~with~~D ~~respect~~COD, to increase the ~~transactions~~Stated ~~contemplated~~Value by(as defined in the ~~Transaction~~Series ~~Documents~~D COD) of the Series D Preferred Stock from $1, ~~pursuant~~000 per share to $1,150 ~~Nasdaq~~per ~~Rule~~share. ~~5635(d)~~The orAdditional ~~any~~Series ~~similar~~D ~~rule~~Shares ofare ~~any~~subject ~~other~~to ~~national~~the ~~securities~~same ~~exchange~~conversion onterms ~~which~~as the ~~Common~~shares ~~Stock~~of isSeries ~~then~~D ~~listed~~Preferred Stock issued (at the ~~“Shareholder~~Initial ~~Approval”)~~Closing.

~~Pursuant~~At to the ~~Securities~~second ~~Purchase~~closing ~~Agreement,~~under the ~~Company~~Purchase isAgreement ~~required~~on toSeptember ~~hold~~26, 2025 (the ~~proceeds~~“Second ~~from~~Closing”), the ~~PIPE~~Company ~~Offering~~issued inthe aAdditional Series ~~segregated~~D ~~bank~~Shares ~~account, the~~to ~~sole~~Additional ~~purpose~~Investor offor ~~which~~aggregate isgross tocash ~~hold~~proceeds ~~such~~of ~~proceeds~~$1,500,000 ~~until~~(the ~~released~~“Additional inSubscription ~~accordance~~Amount” and together with the ~~Securities~~Initial ~~Purchase~~Subscription ~~Agreement~~Amount, (the “~~Segregated Account~~Subscription Amount”), reflecting an aggregate stated value of $2,156,250, or $1,150 per share.

InPursuant to the ~~event~~Amendment, ~~that~~ the Company ~~has~~was ~~not~~entitled ~~received~~to ~~Exchange~~release ~~Approval~~50% ~~within~~of ~~ninety~~the ~~(90)~~Subscription ~~days~~Amount ~~following~~held in the ~~closing~~Segregated ofAccount ~~the~~(as ~~PIPE~~defined ~~Offering~~in (the ~~“Listing Deadline”~~Amendment), ~~the~~upon ~~Investor~~consummation ~~shall~~of ~~have~~ the ~~right,~~Second ~~but not the obligation~~Closing, atwith ~~any time from and after~~ the ~~Listing~~additional ~~Deadline and~~50% ~~prior to receipt~~ of ~~Exchange Approval, to require~~ the ~~Company~~Subscription Amount to ~~redeem~~be ~~all~~released orfrom ~~any portion of~~ the ~~Investor’s Series D Preferred~~Segregated ~~Stock~~Account byafter ~~delivering written notice to~~ the ~~Company~~(i) ~~specifying~~Reverse ~~the~~Split ~~amount~~Approvals to(as bedefined ~~redeemed~~in ~~and wire instructions for payment (~~the ~~“Redemption Option”~~Amendment). ~~Upon~~have ~~receipt~~been ofapproved, ~~such written notice~~ (~~a “Redemption Notice”~~ii), ~~the~~20% ~~Company~~Rule ~~shall~~Approval ~~return~~(as todefined ~~the Investor, without~~in ~~interest,~~ the ~~applicable~~Amendment) ~~portion~~has ofbeen ~~the~~obtained, ~~purchase~~and ~~price paid for the Series D Preferred Stock within five~~ (5iii) ~~business~~the ~~days.~~Resale ~~The~~Registration ~~Redemption Option~~Statement ~~shall~~has ~~terminate~~been ~~automatically~~declared ~~upon~~effective by the ~~Company’s receipt of Exchange Approval~~SEC.

~~Upon~~In ~~the~~addition, ~~Company’s~~at ~~written notice to~~ the ~~Placement~~Second ~~Agent~~Closing, ~~that~~certain ~~(i)~~Investors itagreed ~~has~~to ~~received~~exercise ~~Exchange Approval and (ii) the registration statement covering the resale of the shares of~~ Common Stock ~~issuable~~Purchase ~~upon~~Warrants ~~conversion of the Series D Preferred Stock~~ (the “~~Conversion Shares~~Warrants”) ~~(the~~in ~~“Registration Statement”) has been filed with~~ the ~~U.S.~~aggregate ~~Securities~~amount ~~and~~of ~~Exchange Commission (the “SEC”), the Company may transfer up to~~ $5300,~~061,~~000 ofin ~~the~~cash ~~Offering Proceeds from the Segregated Account to the Company’s general operating account. The remaining Offering Proceeds~~ in ~~the~~accordance ~~Segregated~~with ~~Account shall not be accessed, released, transferred, or otherwise used by~~ the ~~Company unless~~terms and ~~until~~provisions (A) the Reverse Split Proposals (as defined in the Securities Purchase Agreement) have been duly authorized and executed and proof thereof have been delivered to the Placement Agent; (B) if required by the rules of the principal securities exchange or trading market on which the Company’s Common Stock is then listed, the Company has obtained Shareholder Approval for the issuance of securities in excess of twenty percent (20%) of the Company’s issued and outstanding Common Stock; and (C) the Company has received a written notice from the SEC that the Registration Statement has been declared effective by the SECWarrants.

RBW Capital Partners LLC (a division of Dawson James Securities, Inc.) acted as placement agent (the “Placement Agent”) in connection with the ~~PIPE~~Second ~~Offering~~Closing, pursuant to that certain Placement Agency Agreement, dated as of August 8, 2025, between the Company and the Placement Agent, pursuant to which the Company paid the Placement Agent ~~(i)~~ a cash fee equal to 8.00% of the aggregate gross proceeds ~~from~~ from proceeds raised in the ~~PIPE~~Second ~~Offering and (ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of up to $100,000~~Closing.

The securities being offered and sold by the Company in the PIPE Offering, including the Common Stock issuable upon the conversion of the Series D Preferred Stock, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered Conversion Shares pursuant to a Registration Rights Agreement entered into between the Company and the Investor (the “Registration Rights Agreement”).

The foregoing descriptions of the ~~Securities~~Amendment ~~Purchase Agreement, Placement Agency Agreement,~~ and ~~Registration Rights Agreement (collectively,~~ the ~~“Transaction~~RRA ~~Documents”),~~Amendment do not purport to be a complete ~~description~~ and are qualified in ~~its~~their entirety by reference to the full text of the ~~Transaction~~Form ~~Documents,~~of ~~copies~~Amendment and Form of RRA, which ~~are~~were filed ~~herewith~~ as Exhibits 10.1, ~~10.2,~~ and 10.32, respectively, ~~and~~to this Current Report on Form 8-K (this “Current Report”), and are incorporated herein by reference ~~herein~~.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report ~~on Form 8-K (this “Current Report”)~~ with regard to the offer and sale of the shares of Series D Preferred Stock issued and sold pursuant to the ~~Securities~~ Purchase Agreement is incorporated herein by reference. The shares of Series D Preferred Stock issued and sold under the ~~Securities~~ Purchase Agreement as described in Item 1.01 of this Current Report were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the ~~PIPE~~Amendment ~~Offering~~and as a condition to the Second Closing, on ~~August~~September 825, 2025, the Company ~~filed~~amended athe Initial Series D COD by filing that certain First Amendment to Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc. (the “Series D COD Amendment”) and together with the ~~Secretary~~Initial ofSeries ~~State~~D ofCOD, the ~~State~~“Series ofD COD”) with the Delaware Secretary of State. The ~~stated~~Series ~~value~~D ofCOD Amendment increased the (i) number of authorized shares of Series D Convertible Preferred Stock isfrom 15,000 shares to 17,500 shares and (ii) Stated Value from $1,000 per share $1,150 per share.

~~Holders~~The offoregoing ~~Series~~description ~~D Preferred Stock do not have any voting rights, except as expressly provided by Law, or as expressly provided in the Company’s Certificate~~ of ~~Incorporation or~~ the Series D COD. ~~Holders~~Amendment ofdoes ~~Series~~not Dpurport ~~Preferred~~to ~~Stock shall~~ be ~~entitled~~a tocomplete ~~receive,~~description and ~~the~~is ~~Company~~qualified ~~shall pay,~~in ~~dividends~~its onentirety ~~shares~~by reference ~~of Series D Preferred Stock equal (on an as-if-converted-~~to~~-Common-Stock~~ ~~basis) to and in~~ the ~~same~~full ~~form~~text ~~as dividends actually paid on shares~~ of the ~~Common~~Series ~~Stock~~D ~~when~~COD Amendment, aswhich ~~and~~is iffiled ~~such~~herewith ~~dividends~~as ~~are~~Exhibit ~~paid~~3.1 onand ~~shares~~incorporated ofby ~~the~~reference ~~Common~~into ~~Stock~~this Item 3.03.

~~The~~Item ~~Investor~~5.03 ~~shall~~Amendments ~~not be entitled~~ to ~~convert~~Articles ~~any shares~~ of ~~its~~Incorporation ~~Series~~or DBylaws; ~~Preferred~~Change ~~Stock into Conversion Shares to the extent that, after giving effect to such conversion, the Investor (together with its affiliates) would beneficially own~~ in ~~excess~~Fiscal ~~of 19~~Year.~~99% of the outstanding shares of Common Stock of the Company, unless and until the Company has obtained Shareholder Approval.~~

The ~~foregoing~~Information ~~description~~set offorth ~~the~~in ~~Series~~Item D1.01 ~~COD~~and ~~does~~Item ~~not~~3.03 ~~purport~~of tothis beCurrent aReport ~~complete~~with ~~description~~regard ~~and is qualified in its entirety by reference~~ to the Series D COD, ~~which~~Amendment is ~~filed herewith as Exhibit 3.1 and~~ incorporated herein by reference ~~into this Item 3~~.~~03.~~

Item 8.01 Other Events.

On ~~August~~September 924, 2025, the Company issued a press release toannouncing ~~announce~~the ~~its~~signing ~~entry~~of ~~into~~the aAmendment ~~Securities Purchase Agreement~~ 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 ~~the~~ Series D Convertible Preferred Stock
10.1		Form of Amendment and Addendum to Securities Purchase Agreement
10.2		Form of ~~Placement~~Amendment ~~Agency~~to Registration Rights Agreement
10.3		Form of Registration Rights Agreement
99.1		Press Release dated September 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 13, 2025	By:	/s/ John Hilburn Davis IV
Dated: September 26, 2025	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

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