Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-033802

Filed: 2026-07-17

Period: 2026-07-17

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

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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): July 17, 2026

Digital

Brands Group, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40400

46-1942864

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

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 1.01

Entry into a Material Definitive Agreement

On July 17, 2026, Digital Brands Group, Inc. (the

“Company”), entered into a Lock-Up and Leak-Out Agreement (the “Lock-Up Agreement”) with the holder of a majority

of the issued and outstanding shares of the Company’s Series D Convertible Preferred Stock (the “Holder”), as a material

inducement for, and in consideration of, the Company’s agreement to reset the Floor Price (as defined below) under the Certificate

of Amendment described in Item 5.03 of this Current Report on Form 8-K.

The Lock-Up

Agreement provides for a lock-up period of 180 calendar days beginning on the date of the Lock-Up Agreement (the “Restricted

Period”), during which period the Holder may not sell, transfer, or otherwise dispose of any shares of the Company’s common

stock (the “Common Stock”) beneficially owned by the Holder, except pursuant to the leak-out provisions described below or

certain other permitted transfers as set forth in the Lock-Up Agreement.

During the

Restricted Period, the Lock-Up Agreement permits the Holder to sell, transfer, or otherwise dispose of shares of Common Stock on any trading day in an aggregate amount not exceeding 3% of the total trading volume

of the Common Stock on such day, which cap may be waived by the Company in its discretion.

The foregoing description of the Lock-Up Agreement

does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, a copy of which is filed

as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year

Effective

as of 4:30 PM ET on July 17, 2026, the Company

filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Certificate of Designations, Preferences and Rights

of the Series D Convertible Preferred Stock of the Company (the “Certificate of Amendment”), which will become effective

upon receipt and recording by the Secretary of State of the State of Nevada.

The

Certificate of Amendment amends the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of

the Company, as amended from time to time (the “Series D Certificate of Designations”), to amend and restate the definition

of “Floor Price” in Section 1(z) of the Series D Certificate of Designations. As amended, “Floor Price” means

a price that is 20% of the lower of: (i) the closing price, as reflected on Nasdaq.com, immediately preceding the date of the

Certificate of Amendment; or (ii) the average closing price of the Common Stock, as reflected on Nasdaq.com, for the five trading

days immediately preceding the date of the Certificate of Amendment.

The

purpose of the Certificate of Amendment is to revise the Floor Price applicable to the Company’s Series D Convertible Preferred

Stock for purposes of the conversion and related provisions of the Series D Certificate of Designations. Except as expressly amended

by the Certificate of Amendment, the Series D Certificate of Designations remains in full force and effect.

The

foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to

the form of Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated

herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

3.1

Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc., effective July 17, 2026.

10.1

Form of Lock-Up and Leak-Out Agreement, dated July 17, 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:

July 17, 2026

By:

/s/

John Hilburn Davis IV

Name:

John

Hilburn Davis IV

Title:

President

and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Amendment

to Certificate of Designations, Preferences and Rights of the Series D

Convertible Preferred Stock of Digital Brands Group, Inc.

Digital

Brands Group, Inc., a Nevada corporation (the “Corporation”), hereby amends the Certificate of Designations, Preferences

and Rights of the Series D Convertible Preferred Stock of the Corporation (the “Certificate of Designations”) as follows:

The

definition of “Floor Price” in Section 1(z) of the Certificate of Designations is hereby amended and restated in its entirety

as follows:

“Floor

Price” means a price that is 20% of the lower of: (i) the closing price (as reflected on Nasdaq.com) immediately preceding the

date of this Certificate of Amendment; or (ii) the average closing price of the Common Stock (as reflected on Nasdaq.com) for the five

trading days immediately preceding the date of this Certificate of Amendment.

Except

as expressly amended hereby, the Certificate of Designations of the Corporation remains in full force and effect.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Designations, Preferences and Rights

of the Series D Convertible Preferred Stock of Digital Brands Group, Inc. to be signed by its Chief Executive Officer on this 16th

day of July, 2026.

DIGITAL

BRANDS GROUP, INC.

By:

Name:

John

Hilburn Davis IV

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

LOCK-UP

AND LEAK-OUT AGREEMENT

This

Lock-Up and Leak-Out Agreement (this “Agreement”) is entered into as of July 17, 2026 (the “Effective Date”),

by and between Digital Brands Group, Inc., a Nevada corporation (the “Company”), and the holder of Series D Convertible Preferred

Stock set forth on the signature page hereto (the “Holder”).

WHEREAS,

the Holder beneficially owns shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); and

WHEREAS,

the Company has agreed to file a Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series D

Convertible Preferred Stock of the Company (the “Certificate of Amendment”) to, among other things, reset the “Floor

Price” (as defined in the Certificate of Designations) applicable to the Series D Convertible Preferred Stock; and

WHEREAS,

as a material inducement for, and in consideration of, the Company’s agreement to reset the Floor Price under the Certificate of

Amendment, the Holder has agreed to enter into this Agreement and to be bound by the lock-up and leak-out restrictions set forth herein;

and

WHEREAS,

the Company and the Holder each desire to set forth certain restrictions on the sale or transfer of the Holder’s shares of Common

Stock, subject to the leak-out provisions set forth herein.

NOW,

THEREFORE, in consideration of the Company’s agreement to reset the Floor Price under the Certificate of Amendment, the mutual

covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged by each party, the parties agree as follows:

Definitions.

“Restricted

Period” means the 180 calendar-day period beginning on the Effective Date.

“Trading

Day” means any day on which the Common Stock is traded on The Nasdaq Stock Market.

Lock-Up Restriction.

During

the Restricted Period, the Holder agrees not to, directly or indirectly, sell, offer to sell, contract to sell, pledge, hypothecate,

grant any option to purchase, or otherwise dispose of, or enter into any transaction having the same economic effect as a disposition

of, any shares of Common Stock beneficially owned by the Holder (including shares acquired upon conversion of shares of Series D Convertible

Preferred Stock), except as permitted by Section 3 or Section 4 of this Agreement.

Leak-Out Exception.

Notwithstanding

Section 2, during the Restricted Period, the Holder shall be permitted to sell, transfer, or otherwise dispose of shares of Common Stock

on any Trading Day in an aggregate amount not to exceed three percent (3%) of the total trading volume of the Common Stock on such Trading

Day (the “Leak-Out Cap”); provided, however, that the Leak-Out Cap may be waived by the Company for any Trading

Day during the Restricted Period upon the Company’s written notice to Holder (which notice may be delivered via e-mail).

Permitted Transfers.

The

restrictions in Section 2 shall not apply to:

(a)

transfers to a trust, family

limited partnership, limited liability company, or other entity established for the benefit of the Holder or the Holder’s immediate

family members for estate planning purposes;

(b)

transfers by will or the

laws of intestacy upon the death of the Holder;

(c)

transfers to the Holder’s

spouse, domestic partner, children, or other immediate family members as bona fide gifts for estate planning purposes; and

(d)

transfers required by order

of a court of competent jurisdiction or by operation of law;

provided,

that in each case described in clauses (a) through (d), (i) the transferee agrees in writing to be bound by the terms of this Agreement

for the remainder of the Restricted Period, and (ii) no public filing or report under the Securities Exchange Act of 1934, as amended,

shall be required or voluntarily made in connection with such transfer during the Restricted Period (other than a filing on Form 5 made

after the expiration of the Restricted Period).

Representations and Warranties

of the Holder.

The

Holder represents and warrants to the Company that:

(a)

the Holder has full power

and authority to execute, deliver, and perform this Agreement;

(b)

this Agreement has been duly

authorized, executed, and delivered by the Holder and constitutes the legal, valid, and binding obligation of the Holder, enforceable

against the Holder in accordance with its terms;

(c)

the execution, delivery,

and performance of this Agreement by the Holder does not conflict with or violate any agreement to which the Holder is a party or by

which the Holder’s shares of Common Stock are bound; and

(d)

the Holder has good and valid

title to the shares of Common Stock subject to this Agreement, free and clear of any liens, encumbrances, or restrictions inconsistent

with this Agreement.

Miscellaneous.

(a)

Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to

its conflict of laws principles.

(b)

Entire

Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and

supersedes all prior negotiations, representations, warranties, and understandings between the parties.

(c)

Amendment

and Waiver. This Agreement may not be amended, modified, or waived except by an instrument in writing signed by each of the

parties hereto.

(d)

Notices.

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation

of receipt), or sent by nationally recognized overnight courier to the addresses set forth on the signature page hereto.

(e)

Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute

one and the same agreement. Electronic signatures shall be deemed original signatures for all purposes.

(f)

Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and

permitted assigns.

[Signature

Page Follows]

WITNESS WHEREOF, the parties have executed this Lock-Up and Leak-Out Agreement as of the date first written above.

DIGITAL BRANDS

GROUP, INC.

By:

Name:

John Hilburn

Davis, IV

Title:

Chief Executive Officer

HOLDER:

By:

Name:

Address:

Email:

[Signature

Page to Lock-Up and Leak-Out Agreement]

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