Digital Brands Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On December 4, 2025, Digital Brands Group, Inc. (the “Company”) closed on that certain Marketing and Sponsorship Agreement (the “Agreement”) with Buffalo Sports Properties, LLC (“Buffalo Sports”), pursuant to which Buffalo Sports agreed to provide the Company certain benefits with respect to Company’s products at the University of Colorado, solely with respect to its athletics department, as set forth in the Agreement (the “Benefits”). While the Agreement is dated November 1, 2025 and has a stated effective date of December 1, 2025, the Agreement did not become a binding obligation of the Company until it was fully executed by the parties on December 4, 2025.
The Agreement is for a team of 3 years, beginning effective December 1, 2025 and ending December 31, 2028 (the “Term”). As consideration for Buffalo Sports providing the Benefits to the Company, the Company agreed to pay Buffalo Sports a sponsorship fee in the aggregate amount of $550,000 for each year of the Term (the “Sponsorship Fee”). The Sponsorship Fee consists of $350,000 payable in shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and $200,000 in cash for each year of the Term. The Shares are subject to a guaranteed make-whole provision for 18-months to guarantee the total dollar value of the Shares, such that if the price of the Common Stock declines, the Company shall issue either additional shares of Common Stock or cash to make up such difference. Additionally, the Company agreed to pay to Buffalo Sports 7% of the gross revenue generated by the Company under its separate licensing agreement with the University of Colorado (the “Revenue Share”), which Revenue Share is to be used as a fund to secure University of Colorado name, image, and likeness activities.
The Company agreed to file a registration statement covering the resale of the Shares by January 17, 2026. Pursuant to the Agreement, Buffalo Sports assigned all of its voting interests with respect to all Shares via proxy to John Hilburn Davis IV, the Company’s President and Chief Executive Officer.
The Agreement contains certain covenants, representations, warranties, and conditions customary for an agreement of this type. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Marketing and Sponsorship Agreement between Digital Brands Group, Inc. and Buffalo Sports Properties, LLC | |
| 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: December 8, 2025 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |