Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-018101

Filed: 2026-04-20

Period: 2026-04-14

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Entry into a Material Definitive Agreement

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): April 14, 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)

(I.R.S.

Employer

Identification

Number)

1400

Lavaca Street, Austin, TX 78701

(Address

of principal executive offices) (Zip Code)

(209)

651-0172

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

TO LETTER AGREEMENT

This

Amendment to Letter Agreement (this “Amendment”)

is entered into as of April 14, 2026 between Digital Brands Group, Inc. (the “Company”), and the holder identified

on the signature page hereto (“Holder” and together with the Company, the “Parties”).

WHEREAS,

on February 16, 2026, the Company and Holder hereto entered into that certain letter agreement (the “Letter Agreement”),

whereby, among other things, the Holder agreed to exercise 591,492 common share purchase warrants at an exercise price of $0.66 per share

(the “Existing Warrants”);

WHEREAS,

as consideration for Holder exercising the Existing Warrants pursuant to the Letter Agreement, the Company agreed to issue to the holder

2,408,508 common share purchase warrants at an exercise price of $0.66 per share that expire on June 17, 2026 (the “New Warrants”);

and

WHEREAS,

the Company and Holder desire to amend the Letter Agreement to provide for the Holder to exercise 946,970 New Warrants on or prior to

May 31, 2026 as set forth herein.

NOW,

THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties are as follows:

Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms as

set forth in the Letter Agreement.

Agreement to Exercise New Warrants. Notwithstanding anything in the Letter Agreement to the contrary, Holder hereby agrees

to exercise an aggregate amount of 946,970 New Warrants, and tender the exercise price in cash for such New Warrants to the Company,

on or prior to May 31, 2026.

New Registration Statement. Notwithstanding anything in the Letter Agreement to the contrary, the Parties hereby agree

that the Company shall file the New Registration Statement (as defined in the Letter Agreement) with the U.S. Securities and Exchange

Commission on or before the date that is ten business days after the date on which the Company files its Annual Report on Form 10-K.

Ratification. To the extent not expressly amended hereby, the Parties acknowledge and agree that the Letter Agreement remains

unchanged and in full force and effect in its entirety, which such terms are hereby ratified and confirmed.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada without

regard to its rules of conflict of laws.

Effect of Amendment/Conflicts. The Letter Agreement, as amended by this Amendment, constitutes the entire agreement of

the parties with respect to the subject matter hereof. In the event of any conflict between the terms of this Amendment and the terms

of the Letter Agreement, the terms of this Amendment shall control.

Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction

to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain

in full force and effect and shall in no way be affected, impaired or invalidated.

Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect

the meaning or interpretation of this Amendment.

Counterparts; Facsimile. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original,

but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder

of Page Intentionally Left Blank]

WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective authorized signatories as

of the date first indicated above.

COMPANY:

DIGITAL

BRANDS GROUP, INC.

By:

Name:

John

Hilburn Davis IV

Title:

Chief

Executive Officer

HOLDER:

By:

Name:

Title:

[Signature

Page to Amendment to Letter Agreement]

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