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重大事件 即時報告 8-K 2026-07-22

Digital Brands Group 呈報 1-for-40 股份反向拆細計劃,力保 Nasdaq 上市合規

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AI 繁中摘要

DBGI Corp.(NASDAQ:DBGI)呈報 8-K 文件,公佈 1-for-40 股份反向拆細計劃,旨在維持 Nasdaq 上市合規。該拆細將於 2026 年 7 月 24 日生效,屆時每 40 股現有普通股合併為 1 股,面值維持每股 0.0001 美元不變。現有流通股數將由約 2,300 萬股大幅減少至約 57.5 萬股,授權股本總額亦由 10 億股對應調低至 2,500 萬股。公司期望透過此舉將每股收市買入價提升至 1 美元以上,以符合 Nasdaq 第 5550(a)(2) 條的最低競價要求。交易代號「DBGI」維持不變,但 CUSIP 編號將更新為 25401N 606。任何因拆細產生的零碎股份將自動進位至整股,股東無需採取任何行動,經紀商或託管人將自動調整持倉。公司表示,已聯同法律顧問及 ShareIntel 持續監控清算所帳目調整,確保過渡期內透明度及合規性。對投資者而言,反向拆細雖可短期推高股價、避免除牌風險,但同時大幅減少流通股份,可能增加股價波動性,且營運基本因素不變,潛在風險依然存在。
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EX-99.1
3
ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

Digital
Brands Group Announces 1-for-40 Reverse Stock Split to Solidify Continued Nasdaq Compliance; Reduces Outstanding Common Stock Float To
Approximately 557,000 Shares

 

Austin,
Texas – July 17, 2026 – DBGI Corp. (NASDAQ:DBGI) (the “Company”), a publicly traded company specializing in eCommerce
and fashion today announced to solidify its long-term market footing, that it will effect a 1-for-40 reverse stock split (the “Reverse
Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”).

 

The
Reverse Stock Split is intended to increase the closing bid price of the Common Stock above $1.00 per share, and to enable the Company
to manage continued compliance with The Nasdaq Capital Market (“Nasdaq”) Listing Rule 5550(a)(2).

 

The
Reverse Stock Split will become effective on July 24, 2026, at 12:01 a.m., Eastern Time, and the Common Stock will open for trading on
Nasdaq on a reverse split-adjusted basis under the existing ticker symbol “DBGI.” Following the execution of the Reverse
Stock Split, the new CUSIP number for the Common Stock will be 25401N 606. The Reverse Stock Split reduces the number of shares of outstanding
Common Stock from approximately 23 million shares to approximately 575,000 shares. At the effective time of the Reverse Stock Split,
every forty shares of Common Stock either issued and outstanding or held as treasury stock will be automatically reclassified into one
new share of Common Stock. The total number of shares of Common Stock authorized for issuance will be reduced by a corresponding proportion
from 1,000,000,000 shares to 25,000,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at
$0.0001 per share.

 

No
fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split
will be rounded up to the nearest whole share.

 

Clear
Trust LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock
are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust
or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s
particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

 

The
Company, in coordination with its specialized legal counsel and ShareIntel, is monitoring all clearinghouse ledger adjustments on a continuous
daily basis to ensure absolute transparency, equity registry accuracy, and regulatory compliance throughout this transition period.

 

About
Digital Brands Group

 

We
offer a wide variety of apparel through numerous brands on a both direct-to-consumer and wholesale basis. We have created a business
model derived from our founding as a digitally native-first vertical brand. We focus on owning the customer’s “closet share”
by leveraging their data and purchase history to create personalized targeted content and looks for that specific customer cohort. 

 

Digital
Brands Group, Inc. Company Contact

Hil
Davis, CEO

Email:
[email protected]

 

Forward-looking
Statements

 

The
information in this press release includes “forward-looking statements” within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified
by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks” or other similar expressions.
Such statements may include, but are not limited to, statements about the Reverse Stock Split and the timing thereof, as well as the
trading of the Common Stock, the Company’s ability to increase its closing bid price above $1.00 per share of Common Stock and
its ability to manage compliance with the minimum bid price requirement for continued listing on Nasdaq. These statements are based on
current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results
to differ significantly. Further information on factors that could cause DBG’s actual results to differ materially from the results
anticipated by DBG’s forward-looking statements is included in the reports the Company has filed with the U.S. Securities and Exchange
Commission. DBG does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.