Digital Brands Group, Inc.

As filed with the U.S. Securities and Exchange Commission on October 23, 2025

Registration No. 333

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1400 Lavaca Street

Austin, TX 78701

Telephone:(209) 651-0172

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Hilburn Davis IV

Chief Executive Officer

Digital Brands Group, Inc.

1400 Lavaca Street

Austin, TX 78701

Telephone:(209) 651-0172

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joseph M. Lucosky, Esq.

Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Telephone: (732) 395-4400

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED OCTOBER 23, 2025

Preliminary Prospectus

Digital Brands Group, Inc.

Up to 1,442,308 Shares of Common Stock

This prospectus relates to the resale, from time to time, of up to 1,442,308 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Digital Brands Group, Inc. (the “Company”, “we”, “us” or “our”), by the selling stockholders identified in this prospectus under “Selling Stockholders” (the “Offering”), which Shares are comprised of (i) up to 360,577 shares of Common Stock (the “AAA Shares”) issuable to AAA Tuscaloosa, LLC, an Alabama limited liability company (“AAA”), pursuant to that certain Exclusive Private Label Manufacturing Agreement, dated effective as of July 16, 2025, between the Company and AAA (the “AAA Agreement”), and (ii) up to 1,081,731 shares of Common Stock (the “Holdco Shares”) issuable to Traffic Holdco, LLC, a Delaware limited liability company (“Holdco” and together with AAA, the “Selling Stockholders”), pursuant to that certain Exclusive Private Label Manufacturing Agreement, dated effective as of July 16, 2025, between the Company and Holdco (the “Holdco Agreement”). We are registering the resale of the Shares as required by the Registration Rights Agreements we entered with each Selling Stockholder on July 16, 2025 (collectively, the “Registration Rights Agreement”).

Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. The Selling Stockholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. See “Plan of Distribution” beginning on page 74 for more information.

We are not selling any shares of Common Stock and will not receive any of the proceeds from any sale of Shares by the Selling Stockholders offered hereby.

The Selling Stockholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the Shares. We have agreed to pay certain expenses in connection with this registration statement and to indemnify the Selling Stockholders and certain related persons against certain liabilities. As of the date of this prospectus, no underwriter or other person has been engaged to facilitate the sale of Shares in this prospectus.

Our shares of Common Stock are traded on The Nasdaq Capital Market (NASDAQ-CM) under the symbol “DBGI”. On October 17, 2025, the closing sale price of our Common Stock was $8.27 per share.

You should consider carefully the risks that we have described in “Risk Factors” beginning on page 8 before deciding whether to invest in our Common Stock.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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