---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-015802"
form_type: "8-K"
ticker: "DBGI"
cik: "0001668010"
company_name: "Digital Brands Group, Inc."
filed_at: "2025-09-26T23:59:59+00:00"
generated_at: "2026-05-17T05:34:13.814460+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Digital Brands Group amends PIPE to add $1.5M, extends registration deadline

## Summary
- Issued 1,875 additional Series D preferred shares at $1,150 stated value for $1.5M cash.
- Conversion price remains 80% of 5-day low closing price; same terms as initial shares.
- Registration statement deadline for resale of conversion shares extended to Dec 1, 2025.
- Certain investors exercised $300k in warrants for cash at the second closing on Sept 26.
- Aggregate PIPE proceeds now ~$12.725M from Series D and warrant exercise.

## SEC filing metadata
- accession: 0001493152-25-015802
- form_type: 8-K
- ticker: DBGI
- cik: 0001668010
- company_name: Digital Brands Group, Inc.
- filed_at: 2025-09-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1668010/000149315225015802/0001493152-25-015802-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1668010/000149315225015802/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-015802
- JSON: https://secwatch.observer/filing/0001493152-25-015802.json
- Plain text: https://secwatch.observer/filing/0001493152-25-015802.txt

## Key facts
- Equity Issuances
  Digital Brands Group, Inc. issued 1,875 shares of Series D Preferred Stock of preferred stock to accredited investor for aggregate gross cash proceeds of $1,500,000, aggregate stated value of $2,156,250 at $1,150 per share.
  - Security: preferred stock
  - Shares: 1,875 shares of Series D Preferred Stock
  - Purchaser: accredited investor
  - Consideration: aggregate gross cash proceeds of $1,500,000, aggregate stated value of $2,156,250 at $1,150 per share
  source text: At the second closing under the Purchase Agreement on September 26, 2025 (the “Second Closing”), the Company issued the Additional Series D Shares to Additional Investor for aggregate gross cash proceeds of $1,500,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000149315225015802/0001493152-25-015802-index.htm
- Equity Issuances
  Digital Brands Group, Inc. issued Common Stock Purchase Warrants exercised in the aggregate amount of $300,000 of warrant to certain Investors for $300,000 in cash exercise.
  - Security: warrant
  - Shares: Common Stock Purchase Warrants exercised in the aggregate amount of $300,000
  - Purchaser: certain Investors
  - Consideration: $300,000 in cash exercise
  source text: at the Second Closing, certain Investors agreed to exercise Common Stock Purchase Warrants (the “Warrants”) in the aggregate amount of $300,000 in cash in accordance with the terms and provisions of the Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000149315225015802/0001493152-25-015802-index.htm
- Governance Changes
  Digital Brands Group, Inc.: Filed Series D COD Amendment increasing authorized shares and stated value of Series D Convertible Preferred Stock (effective 2025-09-25).
  - Change: charter amendment
  - Effective: 2025-09-25
  source text: the Company amended the Initial Series D COD by filing that certain First Amendment to Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Digital Brands Group, Inc. (the “Series D COD Amendment”
  evidence_url: https://www.sec.gov/Archives/edgar/data/1668010/000149315225015802/0001493152-25-015802-index.htm

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