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Digital Brands Group, Inc.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 19, 2026

DBGI$0.28-39.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _to

Commission file number:001-40400

(Exact name of registrant as specified in its charter)

Nevada46-1942864
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

1400 Lavaca Street

Austin, TX 78701

(Address of principal executive offices, including zip code)

(209) 651-0172

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareDBGIThe Nasdaq Stock Market LLC

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if this 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of August 19, 2026, the Company had 933,509 shares of common stock, $0.0001 par value, issued and outstanding, after giving effect to the one-for-forty reverse stock split effected July 24, 2026.

FORM 10-Q

TABLE OF CONTENTS

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3
PART I. FINANCIAL INFORMATION4
ITEM 1.Financial Statements4
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited), and December 31, 20254
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026, and 20255
Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026, and 20256
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026, and 20257
Notes to Unaudited Condensed Consolidated Financial Statements8
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32
ITEM 3Quantitative and Qualitative Disclosures about Market Risk43
ITEM 4.Controls and Procedures43
PART II. OTHER INFORMATION45
ITEM 1.Legal Proceedings45
ITEM 1A.Risk Factors46
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds46
ITEM 3.Defaults upon Senior Securities46
ITEM 4.Mine Safety Disclosures46
ITEM 5.Other Information46
ITEM 6.Exhibits46
SIGNATURES47
ContentsView on SEC.gov

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