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.
As previously reported by Digital Brands Group, Inc. (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 17, 2026, on February 16, 2026 the Company entered into those certain letter agreements (collectively, the “Agreement”) with four existing holders (the “Holders”) of Common Share Purchase Warrants (the “Existing Warrants”) previously issued by the Company to the Holders in an offering pursuant to that certain Registration Statement Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on February 11, 2025 (File No.: 333-284508). Pursuant to the Agreement, the Holders collectively agreed to exercise (i) upon entry into the Agreement, 2,365,968 of the Existing Warrants at an exercise price of $0.66 per share upon entry into the Agreement and (ii) on or prior to June 17, 2026, 9,634,032 New Warrants (as defined below) at an exercise price of $0.66 per share. In consideration for the Holders’ agreement to exercise and exchange certain Existing Warrants as set forth in the Agreement, the Company agreed to issue to the Holders new Common Share Purchase Warrants (the “New Warrants”), which New Warrants entitle the Holders thereof to purchase up to 9,634,032 shares of the Company’s common stock (the “Common Stock”) by June 17, 2026 at an exercise price of $0.66 per share.
Effective as of April 14, 2026, the Company and each Holder entered into an Amendment to the Agreement (each, an “Amendment” and collectively, the “Amendments”), whereby each Holder agreed to exercise an aggregate amount of 946,970 New Warrants, at an exercise price of $0.66 per share, on or prior to May 31, 2026. Pursuant to the Amendments, the Company expects to receive an aggregate amount of approximately $2.5 million from the exercise of New Warrants by the four holders on or prior to May 31, 2026. Additionally, the Company agreed to file a Registration Statement on Form S-3 with the Commission to register the shares of Common Stock issuable to each Holder upon exercise of the New Warrants for resale within ten business days of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The foregoing description of the Amendments does not purport to be a complete description and is qualified in its entirety by reference to the full text of the form of Amendment, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Amendment to Letter Agreement | |
| 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: April 20, 2026 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |