DBGI · Digital Brands Group, Inc.

Summary

Digital Brands Group, Inc. entered into letter agreements with holders of 12,000,000 Existing Warrants expiring February 17, 2026, resulting in the immediate exercise of 2,365,968 warrants for $1.54 million proceeds and issuance of New Warrants for 9,634,032 shares exercisable by June 17, 2026 at $0.66 per share. The company also filed a Certificate of Designations for Series D Convertible Preferred Stock following its reincorporation from Delaware to Nevada.

Key takeaways

• Holders exercised 2,365,968 Existing Warrants at $0.66/share, generating $1.54 million to Company
• Company issued New Warrants for 9,634,032 shares at $0.66/share, expiring June 17, 2026
• Holders collectively held 12,000,000 Existing Warrants prior to Agreement
• New Warrants substantially similar to Existing Warrants except expiration date
• Company to file Form S-3 by February 27, 2026 to register New Warrant Shares
• Filed Series D COD with Nevada Secretary of State on February 13, 2026 post-Reincorporation effective December 29, 2025