---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-094502"
form_type: "8-K"
ticker: "DBGI"
cik: "0001668010"
company_name: "Digital Brands Group, Inc."
filed_at: "2023-08-23T23:59:59+00:00"
generated_at: "2026-06-11T04:52:50.738736+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Digital Brands Group announces 1-for-25 reverse stock split effective August 22, 2023

## Summary
- Reverse stock split ratio of 1-for-25, effective at 12:01 a.m. ET on August 22, 2023.
- Shareholders approved the reverse split on August 21, 2023; votes 4,339,318 for, 942,378 against, 2,946 abstain.
- New CUSIP number 25401N408 after split; Common Stock continues trading on Nasdaq under DBGI.
- No fractional shares issued; cash payment in lieu of fractional shares provided.
- Warrants, preferred stock, and convertible securities adjusted proportionately per their terms.

## SEC filing metadata
- accession: 0001104659-23-094502
- form_type: 8-K
- ticker: DBGI
- cik: 0001668010
- company_name: Digital Brands Group, Inc.
- filed_at: 2023-08-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1668010/000110465923094502/0001104659-23-094502-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1668010/000110465923094502/tm2324193d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-094502
- JSON: https://secwatch.observer/filing/0001104659-23-094502.json
- Plain text: https://secwatch.observer/filing/0001104659-23-094502.txt

## Key facts
- Governance Changes
  Digital Brands Group, Inc.: One-for-25 reverse stock split effected by Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation (effective 2023-08-22).
  - Change: charter amendment
  - Effective: 2023-08-22
  source text: On August 21, 2023, Digital Brands Group, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Sixth Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-twenty five (1-for-25) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923094502/0001104659-23-094502-index.htm
- Shareholder Votes
  Digital Brands Group, Inc. shareholders approved To approve the postponement or adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal No.1 or establish a quorum. at the 2023-08-21 meeting.
  - Outcome: passed
  - Meeting: 2023-08-21
  source text: Proposal No.2 : To approve the postponement or adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal No.1 or establish a quorum.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923094502/0001104659-23-094502-index.htm
- Shareholder Votes
  Digital Brands Group, Inc. shareholders approved To approve the amendment of the Company's Sixth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding common stock at an exchange ratio between 1-for-2.5 to 1-for-50, as determined by the Company's Board. at the 2023-08-21 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-08-21
  source text: Proposal No.1 : To approve the amendment of the Company’s Sixth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2.5 to 1-for-50, as determined by the Company’s Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000110465923094502/0001104659-23-094502-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.