DBGI Digital Brands Group Inc (PK)

 

 

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): February 20, 2025

 

DIGITAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40400		46-1942864
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1400 Lavaca Street, Austin, TX 78701

(Address of principal executive offices) (Zip Code)

 

(209) 651-0172

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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
N/A		N/A		N/A

 

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 7.01. Regulation FD Disclosure.

 

On February 20, 2025, Digital Brands Group, Inc. (the “Company”) issued a press release announcing that it has submitted an application to list its common stock on a national securities exchange. The successful listing of the Company’s common shares is subject to the approval of the listing application by the national securities exchange and the satisfaction of all applicable listing criteria and requirements. No assurance can be given that the listing application will be approved or that such listing will be completed.

 

The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K. The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press release of the registrant dated February 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	DIGITAL BRANDS GROUP, INC.
Dated: February 20, 2025	By:	/s/ John Hilburn Davis IV
	Name:	John Hilburn Davis IV
	Title:	President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Digital Brands Group Submits an Application to Uplist to a National Securities Exchange

 

Austin, TX - February 20, 2025 -- Digital Brands Group, Inc. (“Digital Brands Group”) (OTC Pink: DBGI), a curated collection of luxury lifestyle, digital-first brands, announced today that it has submitted an application to list its common stock on a national securities exchange.

 

“We believe that an uplisting to a national securities exchange is the next logical step in our growth journey,” stated Hil Davis, CEO of Digital Brands Group. “Yesterday we closed a $7.5 million capital raise, which significantly bolsters the balance sheet. We will invest in other growth initiatives, including but not limited to, Tik Tok Live, digital marketing, and influencer partnerships, which we have experienced early success with. We believe that the ability to deploy capital into these successful growth drivers should enable us to expand and broaden our current successful results.”

 

The successful listing of Digital Brands Group’s common shares is subject to the approval of the listing application by the national securities exchange and the satisfaction of all applicable listing criteria and requirements. No assurance can be given that Digital Brands Group’s listing application will be approved or that such listing will be completed. We believe that Digital Brands Group’s common stock will continue to be quoted on the OTC Pink under its current symbol DBGI pending any uplisting.

 

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 Digital Brands Group and therefore involve several risks and uncertainties. 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 Digital Brands Group’s plans, objectives, projections and expectations relating to Digital Brands Group’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. Digital Brands Group 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 Digital Brands Group to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer demand for apparel and accessories; disruption to Digital Brands Groups distribution system; the financial strength of Digital Brands Group’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; Digital Brands Group’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; Digital Brands Group’s ability to implement its business strategy; Digital Brands Group’s ability to grow its wholesale and direct-to-consumer businesses; retail industry changes and challenges; Digital Brands Group’s and its vendors’ ability to maintain the strength and security of information technology systems; the risk that Digital Brands Group’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; Digital Brands Group’s ability to properly collect, use, manage and secure consumer and employee data; stability of Digital Brands Group’s manufacturing facilities and foreign suppliers; continued use by Digital Brands Group’s suppliers of ethical business practices; Digital Brands Group’s ability to accurately forecast demand for products; continuity of members of Digital Brands Group’s management; Digital Brands Group’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; Digital Brands Group’s ability to execute and integrate acquisitions; changes in tax laws and liabilities; legal, regulatory, political and economic risks; adverse or unexpected weather conditions; Digital Brands Group’s indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent Digital Brands Group from fulfilling its financial obligations; and climate change and increased focus on sustainability issues. More information on potential factors that could affect Digital Brands Group’s financial results is included from time to time in its public reports filed with the Securities and Exchange Commission, including Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

 

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: invest@digitalbrandsgroup.co

Phone: (800) 593-1047

 

SOURCE Digital Brands Group, Inc.

 

Related Links

 

https://www.digitalbrandsgroup.co

 

https://ir.digitalbrandsgroup.co

 

 

 

v3.25.0.1

Cover	Feb. 20, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 20, 2025
Entity File Number	001-40400
Entity Registrant Name	DIGITAL BRANDS GROUP, INC.
Entity Central Index Key	0001668010
Entity Tax Identification Number	46-1942864
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1400 Lavaca Street
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	(209)
Local Phone Number	651-0172
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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