Digital Brands Group（納斯達克：DBGI）於2026年6月18日提交8‑K申報文件，披露兩項重大股權攤薄減輕措施。

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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): June 18, 2026

 

 

 

Digital
Brands Group, Inc.

(Exact
name of registrant as specified in its charter)

 

 

 

 
 Nevada
  
 001-40400
  
 46-1942864

 
 (State
 or other jurisdiction

 of
 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 ☐

 

If
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.

 
 

On
June 18, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release announcing that approximately 9.6 million
outstanding cash warrants expired on June 17, 2026. The expiration of these cash warrants eliminates a significant dilution overhang
for the Company’s stockholders.

 

These
expired cash warrants are in addition to the approximately 7.1 million pre-funded warrants that the Company cancelled earlier in the
week of June 15, 2026, as previously disclosed. In the aggregate, the expiration and cancellation of these warrants eliminates a total
of approximately 16.7 million shares of dilution overhang over a three-day period. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.

 

 
 Item
 9.01
 Financial
 Statements and Exhibits.

 
 

(d)
Exhibits

 

 
 Exhibit Number

  
 Description

 
 99.1
  
 Press Release dated June 18, 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:
 June 22, 2026
 By:
 /s/
 John Hilburn Davis IV

 
  
 Name:
 John
 Hilburn Davis IV

 
  
 Title:
 President
 and Chief Executive Officer