Business Context and Reporting Period
This Form 8-K Current Report is filed by Digital Brands Group, Inc. (DBGI) for the reporting period ending December 29, 2025. The filing discloses two material corporate events: the completion of a reincorporation from Delaware to Nevada and a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report explicitly states that the reincorporation did not result in any change to the company's consolidated financial condition, results of operations, assets, liabilities, or net worth.
Material Changes Versus Prior Period
- Reincorporation: Effective December 29, 2025, the company converted from a Delaware corporation to a Nevada corporation. This change was approved by majority stockholders via written consent.
- Governing Law: The company is now governed by the Nevada Revised Statutes, the new Nevada Charter, and Nevada Bylaws, replacing the Delaware General Corporation Law.
- Continuity: The company remains the same legal entity with the same name, officers, directors, employees, and material contracts. All outstanding shares and equity awards automatically converted to the new Nevada corporation without change in terms.
- Accounting Firm Change: Macias, Gini and O'Connell LLP (MGO) was dismissed as the independent auditor. DBBmckennon (DBB) was engaged as the new independent auditor for the fiscal year ended December 31, 2025.
Guidance, Outlook, and Risks
Management Commentary: Management confirmed that daily business operations continue as before the reincorporation. The change in state of incorporation was a procedural legal transition with no operational impact.
Risks and Contingencies: The filing notes that certain stockholder rights were modified due to the change in governing law, with details referenced in the previously filed Information Statement. No disagreements or reportable events were disclosed regarding the dismissal of the former auditor, MGO.
Important Facts for Investor Verification
- Verify the specific changes to stockholder rights under the new Nevada Charter and Bylaws by reviewing the referenced Information Statement (Schedule 14C).
- Confirm the transition of audit responsibilities from MGO to DBBmckennon and review the letter from MGO (Exhibit 16.1) for any undisclosed concerns.
- Note that while the legal domicile changed, the company's financial position and operational structure remain unchanged as of the filing date.