Digital Brands Group, Inc. Form 8-K Filing

On July 17, 2026, Digital Brands Group, Inc. entered into a Lock-Up and Leak-Out Agreement with the holder of a majority of its Series D Convertible Preferred Stock. This agreement, effective for 180 days, restricts the holder from selling or transferring common stock, with exceptions for a "leak-out" provision allowing sales up to 3% of daily trading volume. Concurrently, the company amended its Certificate of Designations for Series D Convertible Preferred Stock to reset the "Floor Price," which is now defined as 20% of the lower of the preceding day's closing price or the average closing price over the five preceding trading days. These actions are linked, with the lock-up agreement serving as a material inducement for the company to reset the Floor Price.