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重大事件 即時報告 8-K 2026-07-17

Digital Brands Group 提交8-K，披露鎖定協議及修訂優先股最低價格

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Digital Brands Group 提交 8-K 申報，披露兩項重大行動 🔔 Digital Brands Group, Inc.（納斯達克代碼：DBGI）於 2026 年 7 月 17 日提交 8-K 表格，報告以下事項： 1. 簽訂鎖定與洩出協議（Lock-Up and Leak-Out Agreement） 公司與其 Series D 可轉換優先股的主要持有人達成協議，作為重置「最低價格」（Floor Price）的重大誘因。該協議設有為期 180 個日曆日的限制期（由 2026 年 7 月 17 日起計）。期內，持有人不得出售或轉讓其持有的普通股，惟可根據「洩出條款」每日出售不超過當日普通股總成交量的 3%（公司可酌情豁免此上限）。此舉旨在穩定股價，避免大量拋售對市場造成衝擊。 2. 修訂公司章程：修改 Series D 可轉換優先股的「最低價格」定義 公司於同日向內華達州州務卿提交修訂證書，將「最低價格」重新定義為以下兩者中的較低者之 20%： - 修訂生效日前一個交易日納斯達克收市價；或 - 修訂生效日前五個交易日的納斯達克平均收市價。 此修訂直接影響 Series D 優先股的轉換價格下限，有助於減少現有股東的潛在稀釋風險。 對投資者的潛在影響： - 正面：鎖定協議限制大股東短期內大幅減持，有助股價穩定；修訂最低價格機制可防止轉換價格過低導致極端稀釋。 - 需留意：協議僅約束主要持有人，其他股東不受限；3% 成交量洩出條款仍容許一定程度減持。整体而言，管理層正透過這兩項措施加強股價穩定性及保障現有股東權益。
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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

 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 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