Amendment: SEC Form 10-K/A filed by Digital Brands Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM
| For
the fiscal year ended |
Commission
File Number |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of Class | Name of Exchange on Which Registered | |
| Nasdaq Capital Markets | ||
| Nasdaq Capital Markets |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company |
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared its audit report.
If
the securities registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As
of June 30, 2025, the aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price
of the shares of common stock on June 30, 2025, was approximately $
As of April 15, 2026, the Company had shares of common stock, $0.0001 par value, issued and outstanding.
EXPLANATORY NOTE
This Amendment speaks as of the filing date of the Original Filing. No other information included in the Original Filing has been modified or updated in any way. The Original Filing continues to speak as of the date of the filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other SEC filings.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K:
Exhibit 97 - Digital Brands Group, Inc. Clawback Policy effective as of November 28, 2023 (filed herewith).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIGITAL BRANDS GROUP, INC. | |
| (Registrant) | |
| /s/ John Hilburn Davis IV | |
| John Hilburn Davis IV | |
| President and Chief Executive Officer |
Dated: May 5, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Position | Date | ||
| /s/ John Hilburn Davis IV | Director, President and Chief Executive Officer | May 5, 2026 | ||
| John Hilburn Davis IV | (Principal Executive Officer) | |||
| /s/ Reid Yeoman | Chief Financial Officer | May 5, 2026 | ||
| Reid Yeoman | (Principal Financial and Accounting Officer) | |||
| /s/ Mark T. Lynn | Director | May 5, 2026 | ||
| Mark T. Lynn | ||||
| /s/ Trevor Pettennude | Director | May 5, 2026 | ||
| Trevor Pettennude | ||||
| /s/ Jameeka Aaron Green | Director | May 5, 2026 | ||
| Jameeka Aaron Green | ||||
| /s/ Huong “Lucy” Doan | Director | May 5, 2026 | ||
| Huong “Lucy” Doan | ||||