UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| 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 | |