UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~April~~of ~~15, 2026~~the

~~Digital~~Securities ~~Brands~~Exchange ~~Group,~~Act ~~Inc. (Exact name~~ of ~~registrant as specified in its charter)~~1934

Date of Report (Date of earliest event reported): May 12, 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)

1400 Lavaca Street, Austin, TX 78701 ~~(Address of principal executive offices, including Zip Code)~~

(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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~April~~May 1512, 2026, Digital Brands Group, Inc. (the “Company”) ~~entered~~issued ~~into~~a anpress ~~At-the-Market~~release ~~Issuance~~announcing ~~Sales~~guidance ~~Agreement~~for ~~(the~~its ~~“Agreement”) with~~2026 ~~Aegis~~fiscal ~~Capital Corp~~year., The asCompany ~~sales~~announced ~~agent~~that ~~(the~~it ~~“Sales~~anticipates ~~Agent”),~~its ~~under~~2026 ~~which~~fiscal ~~the~~year ~~Company~~revenue ~~may~~to ~~issue~~be ~~and~~in ~~sell through~~ the ~~Sales Agent,~~range ~~from time to time, shares~~ of ~~its~~$55 ~~common~~million ~~stock,~~to ~~par value~~ $~~0.0001~~65 ~~per~~million ~~share (the “Common Stock”~~ and ~~such~~free ~~offered shares~~cash offlow ~~Common~~to ~~Stock,~~be in the ~~“Shares”),~~range ~~having an aggregate offering price~~ of ~~up to~~ $~~100,000,000~~2.5 ~~(the~~million ~~“Offering”), pursuant~~ to ~~an effective shelf registration statement on Form S-~~$3 ~~(Registration No~~.5 ~~333-291361) filed with the U~~million.S, ~~Securities~~A ~~and~~copy ~~Exchange~~of ~~Commission (~~the ~~“SEC”)~~press onrelease ~~November~~is 7,attached ~~2025~~as ~~and~~Exhibit ~~declared effective by the SEC on November 26, 2025~~99.1 ~~The~~to ~~Company~~this ~~filed~~Current ~~a prospectus~~Report ~~supplement with the SEC~~ on ~~April 15, 2026 in connection with the Offering. Pursuant to General Instruction I.B.6 of~~ Form S8-~~3, in~~K noand ~~event~~is ~~will~~incorporated ~~the~~herein ~~Company sell the Common Stock in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of the Common Stock held~~ by ~~non-affiliates in any twelve (12)-month period, so long as the aggregate market value of the Company’s outstanding common stock held by non-affiliates remains below $75,000,000~~reference.

~~Sales~~The ofinformation ~~the~~contained ~~Shares~~in bythis ~~the~~Item ~~Sales~~7.01 ~~Agent~~and ~~pursuant~~in to the ~~Agreement,~~accompanying ifExhibit ~~any,~~99.1 ~~will~~shall not be ~~made by any method that is~~ deemed tofiled befor anpurposes ~~“at-the-market-offering” as~~of ~~defined~~Section in18 ~~Rule 415(a)(4) under~~ of the Securities Exchange Act of ~~1933~~1934, as amended (the “~~Securities~~Exchange Act”)~~. Subject to the terms of the Agreement~~, ~~the~~nor ~~Sales~~incorporated ~~Agent~~by isreference ~~not~~in ~~required to sell~~ any ~~specific~~filing ~~amount~~under ~~of Shares but will act as~~ the ~~Company’s sales agent~~ ~~using~~Exchange ~~commercially~~Act ~~reasonable~~or ~~efforts consistent with its normal trading and sales practices to sell Shares in~~ the ~~Offering.~~Securities ~~The~~Act ~~Company will~~of ~~pay to Sales Agent~~1933, inas ~~cash~~amended, ~~upon~~except ~~each~~as ~~sale~~shall ofbe ~~Shares~~expressly ~~pursuant~~set toforth ~~the~~by ~~Agreement,~~specific anreference ~~amount~~in ~~equal~~such ~~to two percent (2~~filing.~~0%) of the gross proceeds from each sale of Shares.~~

The Agreement contains customary representations, warranties and agreements by the Company and the Sales Agent, indemnification rights and obligations of the Company and the Sales Agent, other obligations of the parties and termination provisions. The representations, warranties and agreements contained in the Agreement were made only for purposes of such Agreement and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the parties to the Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

A copy of the opinion of Lucosky Brookman LLP regarding the validity of the Shares that may be issued and sold in the Offering is filed as Exhibit 5.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit Number		Description
1.1		At-The-Market Issuance Sales Agreement, dated as of April 15, 2026, between Digital Brands Group, Inc. and Aegis Capital Corp.
99.1		Press Release dated May 12, 2026
5.1		Opinion of Lucosky Brookman LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File - the cover page XBRL tags are 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: April 21, 2026	By:	/s/ John Hilburn Davis IV
Date: May 18, 2026	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

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