Digital Brands Group, Inc. 8-K

What Happened Digital Brands Group, Inc. (DBGI) filed an 8-K reporting that, pursuant to a stockholder Written Consent, it effected a reincorporation from the State of Delaware to the State of Nevada effective December 29, 2025 by filing conversion and Nevada charter documents and adopting Nevada bylaws. The company says it remains the same legal entity with the same name, officers, directors, assets, liabilities, contracts, operations and employees; outstanding Delaware shares became shares of the Nevada corporation and employee equity awards converted on the same terms. On the same date, DBGI informed investors that its Audit Committee dismissed Macias, Gini & O’Connell LLP (MGO) as its independent registered public accounting firm and engaged dbbmckennon (DBB) to serve as the company’s independent auditor for the fiscal year ended December 31, 2025.

Key Details

• Reincorporation effective date: December 29, 2025; Record Date for shareholder consent: September 18, 2025; Information Statement first mailed: December 3, 2025.
• Legal governance now under Nevada Revised Statutes and DBGI’s new Nevada Articles of Incorporation and Nevada Bylaws.
• Company states no change in business, physical location, management, assets, liabilities, net worth, employee locations or material contracts.
• Auditor change: MGO dismissed and DBB engaged on December 29, 2025. MGO was first engaged May 5, 2023; MGO provided a letter dated January 5, 2026 stating there were no disagreements or reportable events. DBB previously served DBGI from Feb 7, 2018 to May 4, 2023.

Why It Matters Reincorporation changes the state law that governs the company and certain stockholder rights (Delaware law → Nevada law), which can affect governance and procedures for shareholder actions—although DBGI states its operations, contracts and financial condition are unchanged. The auditor change is material to investors because different audit firms can affect continuity and views on financial reporting; DBGI disclosed there were no disagreements with the outgoing auditor and provided MGO’s letter to the SEC, which may lessen immediate investor concern. Investors should note the legal domicile shift and the auditor transition and review DBGI’s filings (including the Information Statement and the MGO letter) for any specific changes to shareholder rights or corporate governance.