Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-036291

Filed: 2026-08-06

Period: 2026-08-03

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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2026-08-03

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UNITED

STATES

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

of Report (Date of earliest event reported): August 3, 2026

Digital

Brands Group, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40400

46-1942864

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

Number)

350

Texas Ave, Suite 250, Round Rock, TX 78664

(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 ☐

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

8.01 Other Events.

Retention

of Financial Advisor

August 3, 2026, Digital Brands Group, Inc. (the “Company”) announced that it has retained Roth Capital Partners (“Roth”)

to formally explore take-private options to maximize shareholder value. The Company intends to provide updates to shareholders throughout

the process. There can be no assurance that the exploration of strategic alternatives will result in any definitive offer, agreement,

or transaction being entered into, or that any transaction will be approved or consummated.

copy of the press release issued by the Company on August 3, 2026 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Receipt

of Acquisition Proposal

August 5, 2026, the Company announced that it has received a proposal from an existing shareholder with a stated net worth in excess

of $1 billion to acquire all outstanding shares of common stock of the Company for $77.58 per share in cash (the “Proposal”).

The Proposal represents a premium of approximately 258% over the Company’s current trading price of $21.63 per share. The Proposal

was received in connection with the Company’s ongoing review of strategic alternatives.

The

Company’s Board of Directors (the “Board”) will evaluate the Proposal in consultation with the Company’s recently

retained financial advisor. No decision has been made with respect to the Company’s response to the Proposal at this time, and

no deadline or definitive timeline has been set for such a decision.

There

can be no assurance that any transaction will be consummated or that the Board will approve the Proposal or any other transaction. The

Company does not intend to comment further on the Proposal or the strategic alternatives process unless and until the Board has approved

a specific course of action or the Company otherwise determines that further disclosure is appropriate or required by law.

copy of the press release issued by the Company on August 5, 2026 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated August 3, 2026

99.2

Press Release dated August 5, 2026

104

Cover

Page Interactive Data File (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:

August 6, 2026

By:

/s/

John Hilburn Davis IV

Name:

John

Hilburn Davis IV

Title:

President

and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Digital

Brands Group Retains Roth Capital Partners to Explore Take-Private Options

Austin,

Texas – August 3, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),

a publicly traded company specializing in apparel and e-commerce, today announced that the Company has retained Roth Capital Partners

to formally explore take-private options to maximize shareholder value.

The

Company will provide updates to shareholders throughout the process. There can be no assurance that the exploration of take-private options

will result in any definitive offer, that a definitive merger agreement will be executed, or that any transaction will be approved, authorized,

or consummated.

About

Digital Brands Group, Inc.

Digital

Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native

e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,

and long-term brand equity.

Investor

Relations Contact:

Digital

Brands Group, Inc.

Investor Relations Department

Email: invest@digitalbrandsgroup.co

Forward-looking

Statements

Certain

statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking

statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks

and uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,”

“estimate,” “expect,” “should,” and “may” and other words and terms of similar meaning

or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

All statements regarding DBG’s plans, objectives, projections and expectations relating to DBG’s operations or financial

performance, and assumptions related thereto are forward-looking statements. We caution that forward-looking statements are not guarantees

and that actual results could differ materially from those expressed or implied in the forward-looking statements. DBG undertakes no

obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,

except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition

of DBG to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising

from the level of consumer demand for apparel and accessories; DBG’s ability to add and retain strategic partners and customers;

disruption to DBGs distribution system; the financial strength of DBG’s customers; fluctuations in the price, availability and

quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; DBG’s response

to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online

retailers; manufacturing and product innovation; increasing pressure on margins; DBG’s ability to implement its business strategy;

DBG’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; DBG’s and

its vendors’ ability to maintain the strength and security of information technology systems; the risk that DBG’s facilities

and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data security breaches

and data or financial loss; DBG’s ability to properly collect, use, manage and secure consumer and employee data; stability of

DBG’s manufacturing facilities and foreign suppliers; continued use by DBG’s suppliers of ethical business practices; DBG’s

ability to accurately forecast demand for products; continuity of members of DBG’s management; DBG’s ability to protect trademarks

and other intellectual property rights; possible goodwill and other asset impairment; DBG’s ability to execute and integrate acquisitions;

changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; DBG’s

indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations;

and climate change and increased focus on sustainability issues. More information on potential factors that could affect DBG’s

financial results is included from time to time in DBG’s public reports filed with the SEC, including DBG’s Annual Report

on Form 10-K, and Quarterly Reports on Form 10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange

Commission.

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Digital

Brands Group Announces Receipt of $77.58 Per Share All Cash Proposal

Proposal

Received Amid Active Review of Strategic Alternatives Assisted by Recently Retained Financial Advisor

Austin,

Texas – August 5, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ: DBGI),

a publicly traded company specializing in apparel and e-commerce, today confirmed that, in connection with its ongoing review of strategic

alternatives and following the recent expansion of its landmark government contract to $165 million, the Company has received a proposal

from an existing shareholder with a net worth over a billion dollars to acquire all outstanding shares of common stock for $77.58 per

share in cash.

The

proposal represents a premium of approximately 258% over the Company’s current trading price of $21.63.

The

Board of Directors, in close consultation with its recently retained financial advisor, will carefully evaluate the proposal to determine

the course of action that is in the best interests of the Company and its shareholders.

The

Company cautions its shareholders and others considering trading in its securities that the Board of Directors recently received the

proposal and has not made any decision with respect to the Company’s response. There can be no assurance that any agreement will

be executed, or that this or any other transaction will be approved or consummated. Digital Brands Group has not set a deadline or definitive

timeline for the completion of this evaluation. The Company does not intend to comment further unless and until its Board of Directors

has approved a specific course of action or the Company has otherwise determined that further disclosure is appropriate or necessary.

About

Digital Brands Group, Inc.

Digital

Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native

e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,

and long-term brand equity.

Investor

Relations Contact:

Digital

Brands Group, Inc.

Investor Relations Department

Email: invest@digitalbrandsgroup.co

Forward-looking

Statements

Certain

statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking

statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks

and uncertainties. These statements are based on current expectations and assumptions and are neither promises nor guarantees, but involve

known and unknown risks, uncertainties and other important factors that may cause actual results to differ materially from those expressed

or implied. Factors that could cause actual results to differ include, without limitation: the possibility that the strategic review

process may not result in any transaction; the disruptive impact of the review on the Company’s business, operations, employees,

and other counterparties; the timing and structure of any potential transaction. You can identify these statements by the fact that they

use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and

“may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar

expressions does not mean that a statement is not forward-looking. All statements regarding DBG’s plans, objectives, projections

and expectations relating to DBG’s operations or financial performance, and assumptions related thereto are forward-looking statements.

We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or

implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that

could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking

statements include, but are not limited to: risks arising from the level of consumer demand for apparel and accessories; DBG’s

ability to add and retain strategic partners and customers; disruption to DBGs distribution system; the financial strength of DBG’s

customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in

the global capital and credit markets; DBG’s response to changing fashion trends, evolving consumer preferences and changing patterns

of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins;

DBG’s ability to implement its business strategy; DBG’s ability to grow its wholesale and direct-to-consumer businesses;

retail industry changes and challenges; DBG’s and its vendors’ ability to maintain the strength and security of information

technology systems; the risk that DBG’s facilities and systems and those of our third-party service providers may be vulnerable

to and unable to anticipate or detect data security breaches and data or financial loss; DBG’s ability to properly collect, use,

manage and secure consumer and employee data; stability of DBG’s manufacturing facilities and foreign suppliers; continued use

by DBG’s suppliers of ethical business practices; DBG’s ability to accurately forecast demand for products; continuity of

members of DBG’s management; DBG’s ability to protect trademarks and other intellectual property rights; possible goodwill

and other asset impairment; DBG’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory,

political and economic risks; adverse or unexpected weather conditions; DBG’s indebtedness and its ability to obtain financing

on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on

sustainability issues. More information on potential factors that could affect DBG’s financial results is included from time to

time in DBG’s public reports filed with the SEC, including DBG’s Annual Report on Form 10-K, and Quarterly Reports on Form

10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange Commission.

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