Business Context and Reporting Period
Company: Digital Brands Group, Inc. (DBGI)
Filing Type: Form 8-K (Current Report)
Date of Report: July 17, 2026
Reporting Period: Specific event date of July 17, 2026. This filing does not cover a standard financial reporting period (e.g., quarterly or annual) but reports specific corporate actions taken on this date.
Key Financial Metrics
This Form 8-K filing does not contain financial performance data. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure amendments.
Material Changes and Corporate Actions
- Lock-Up and Leak-Out Agreement (Item 1.01): The Company entered into an agreement with the majority holder of its Series D Convertible Preferred Stock.
- Restricted Period: 180 calendar days from July 17, 2026.
- Restriction: The Holder cannot sell, transfer, or dispose of beneficially owned Common Stock during this period.
- Leak-Out Provision: The Holder may sell up to 3% of the total daily trading volume of Common Stock on any trading day, subject to a potential waiver by the Company.
- Purpose: Served as a material inducement for the Company to reset the "Floor Price" under the Series D Convertible Preferred Stock.
- Amendment to Series D Preferred Stock (Item 5.03): The Company filed a Certificate of Amendment to the Series D Certificate of Designations, effective July 17, 2026.
- Change: Redefined the "Floor Price" applicable to conversion provisions.
- New Definition: Floor Price is now 20% of the lower of: (i) the closing price immediately preceding the amendment date, or (ii) the average closing price for the five trading days immediately preceding the amendment date.
Guidance, Outlook, and Risks
Management Commentary: The filing states the amendment was executed to revise the Floor Price for conversion purposes. No forward-looking guidance, revenue outlook, or strategic commentary is provided in this document.
Risks and Contingencies: The filing does not explicitly list new risk factors. However, the amendment alters the conversion economics of the Series D Convertible Preferred Stock, which may impact future capital structure and dilution dynamics depending on stock price performance relative to the new Floor Price.
Key Facts for Investor Verification
- Verify the current trading price of DBGI Common Stock to calculate the specific numerical value of the new "Floor Price" based on the 20% formula.
- Confirm the identity of the "Holder" of the Series D Convertible Preferred Stock to assess potential future selling pressure once the 180-day lock-up expires.
- Review the full text of the Lock-Up Agreement (Exhibit 10.1) for specific permitted transfers and waiver conditions not detailed in the summary.
- Monitor the impact of the Floor Price reset on the conversion rate of Series D Preferred Stock into Common Stock.