Form 8-K

8-K — Digital Brands Group, Inc.

Accession: 0001493152-26-042355

Filed: 2026-09-11

Period: 2026-09-10

CIK: 0001668010

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): September 10, 2026

Digital

Brands Group, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40400

46-1942864

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

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 ☐

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

7.01 Regulation FD Disclosure.

September 10, 2026, Digital Brands Group, Inc. (the “Company”) issued a press release providing an investor update regarding

two matters: (i) details on the Company’s U.S. Program, a two-year, $165 million binding contract to provide apparel, footwear,

and toiletries, previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission

(the “SEC”) on July 27, 2026 and September 2, 2026; and (ii) an update on the Company’s go-private strategic review

process, including the status of the 60-day “go-shop” period ending October 5, 2026.

The

September 2, 2026 filing announced a binding contract securing $3.3 million in guaranteed cash flow from September 1 through December

31, 2026, from the first two markets of the larger U.S. Program. The program serves 771,481 U.S. residents across dozens of cities who

are re-entering the workforce, with total program units of 23,915,880. The Company forecasts a 15% to 18% cash flow margin for this initiative.

copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,

as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated September 10, 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:

September 11, 2026

By:

/s/

John Hilburn Davis IV

Name:

John

Hilburn Davis IV

Title:

President

and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Digital

Brands Group Investor Update: U.S. Program & Go-Private Process and Timeline

Austin,

Texas – September 10, 2026 – Digital Brands Group, Inc. (“DBG” or the “Company”) (NASDAQ:

DBGI), a publicly traded company specializing in apparel and e-commerce, today issued an investor update and Q&A covering two

of the critical areas: the U.S. Program and the go-private process and timeline.

Binding

Contract For the U.S. Program

DBG

previously disclosed details of this $165 million contract in its Form 8-K filings on July 27, 2026, and September 2, 2026. The September

2 filing announced a binding contract securing $3.3 million in guaranteed cash flow from September 1 through December 31, 2026. This

cash flow comes from the first two markets of the larger two-year, $165 million binding contract.

address investor questions and dispel unfounded online rumors regarding the agreement’s legitimacy, DBG is providing a detailed

breakdown of the initiative.

Program

Scope and Financials:

The

program provides apparel, footwear, and toiletries for 771,481 U.S. residents across dozens of cities who are re-entering the workforce.

● Target

Margin: The Company forecasts a 15% to 18% cash flow margin for this initiative.

● Unit

Calculation: The quantities in the tables below represent items per resident and should be

multiplied by 771,481 to determine the final total units, which is 23,915,880 total units.

Private Process and Timing

disclosed in its Form 8-K filed on July 27, 2026, the Company retained Roth Capital Partners as its financial advisor to review strategic

alternatives. This decision followed multiple inbound acquisition inquiries, including a proposal from an existing shareholder with a

net worth exceeding $1 billion to acquire all outstanding common stock for $77.58 per share in cash.

The

Board of Directors, in close consultation with Roth Capital Partners, is carefully evaluating this proposal to determine the course of

action that best serves the interests of the Company and its shareholders.

Understanding

the 60-Day “Go-Shop” Period

response to shareholder inquiries regarding why the Board did not immediately accept this premium offer, the Board emphasizes its strict

Fiduciary Duty of Care. To ensure maximum shareholder value and avoid acting in haste, the Board established a 60-day “go-shop”

period ending October 5, 2026.

This

period allows the Board and its financial advisors to:

● Conduct

Thorough Due Diligence: Verify the financial terms and backing of interested parties.

● Evaluate

Competing Bids: Review additional inbound expressions of interest to pursue the best

possible outcome.

● Facilitate

Buyer Due Diligence: Allow potential acquirers to validate the Company’s core assets,

including the legally binding U.S. Program contract, week-over-week and year-over-year revenue

growth in the University Program, and ongoing evidence in the market manipulation lawsuit.

Due

diligence remains on track and is expected to conclude by the October 5, 2026 deadline, clearing the path for the Company to finalize

its optimal strategic path.

Investor

Q&A: Clarifying the Transaction Structure & Premium Valuation

Why are potential buyers offering to acquire the entire Company rather than purchasing outstanding stock on the open market?

Acquirers are focused on securing complete ownership of the Company’s underlying assets, intellectual property (IP), university

contracts, and the U.S. Program contract. Simply purchasing shares in the open market does not grant a buyer direct, total control over

these operational assets.

Why are suitors offering such a significant premium relative to the current market capitalization?

A: To satisfy its Duty of Care,

the Board must evaluate any proposal against comparable industry acquisitions. Historically, similar companies trade at 3x to 15x cash

flow multiples, depending on revenue growth and the contractual stability of that cash flow.

Given

the Company’s projected $25 million to $35 million in cash flow over the next 24 months, accepting an offer at a steep discount

to these metrics would violate the Board’s fiduciary duty. Potential acquirers recognize this intrinsic value. Their offers reflect

a standard evaluation of our forward cash flows and recent high-valuation benchmarks in the collegiate apparel category, such as Rhoback’s

recent capital raise and the Company’s January 2026 market capitalization.

About

Digital Brands Group, Inc.

Digital

Brands Group, Inc. (NASDAQ: DBGI) operates a curated portfolio of luxury and lifestyle apparel brands, leveraging a digitally native

e-commerce ecosystem and selective wholesale distribution channels to drive direct-to-consumer scale, sustainable customer acquisition,

and long-term brand equity.

Investor

Relations Contact:

Digital

Brands Group, Inc.

Investor Relations Department

Email: invest@digitalbrandsgroup.co

Forward-looking

Statements

Certain

statements included in this release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking

statements are made based on our expectations and beliefs concerning future events impacting DBG and therefore involve several risks

and uncertainties. These statements are based on current expectations and assumptions and are neither promises nor guarantees, but involve

known and unknown risks, uncertainties and other important factors that may cause actual results to differ materially from those expressed

or implied. Factors that could cause actual results to differ include, without limitation: the possibility that the strategic review

process may not result in any transaction; the disruptive impact of the review on the Company’s business, operations, employees,

and other counterparties; the timing and structure of any potential transaction. You can identify these statements by the fact that they

use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” and

“may” and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar

expressions does not mean that a statement is not forward-looking. All statements regarding DBG’s plans, objectives, projections

and expectations relating to DBG’s operations or financial performance, and assumptions related thereto are forward-looking statements.

We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or

implied in the forward-looking statements. DBG undertakes no obligation to publicly update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that

could cause the actual results of operations or financial condition of DBG to differ materially from those expressed or implied by forward-looking

statements include, but are not limited to: risks arising from the level of consumer demand for apparel and accessories; DBG’s

ability to add and retain strategic partners and customers; disruption to DBGs distribution system; the financial strength of DBG’s

customers; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in

the global capital and credit markets; DBG’s response to changing fashion trends, evolving consumer preferences and changing patterns

of consumer behavior; intense competition from online retailers; manufacturing and product innovation; increasing pressure on margins;

DBG’s ability to implement its business strategy; DBG’s ability to grow its wholesale and direct-to-consumer businesses;

retail industry changes and challenges; DBG’s and its vendors’ ability to maintain the strength and security of information

technology systems; the risk that DBG’s facilities and systems and those of our third-party service providers may be vulnerable

to and unable to anticipate or detect data security breaches and data or financial loss; DBG’s ability to properly collect, use,

manage and secure consumer and employee data; stability of DBG’s manufacturing facilities and foreign suppliers; continued use

by DBG’s suppliers of ethical business practices; DBG’s ability to accurately forecast demand for products; continuity of

members of DBG’s management; DBG’s ability to protect trademarks and other intellectual property rights; possible goodwill

and other asset impairment; DBG’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory,

political and economic risks; adverse or unexpected weather conditions; DBG’s indebtedness and its ability to obtain financing

on favorable terms, if needed, could prevent DBG from fulfilling its financial obligations; and climate change and increased focus on

sustainability issues. More information on potential factors that could affect DBG’s financial results is included from time to

time in DBG’s public reports filed with the SEC, including DBG’s Annual Report on Form 10-K, and Quarterly Reports on Form

10-Q, and Curren Reports on Forms8-K filed or furnished with the U.S. Securities and Exchange Commission.

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