What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-15 compared with 2025-04-09 · 170 added, 255 removed, 464 unchanged (48% of the section changed)

Company Overview

We are a curated collection of lifestyle brands, including Bailey, DSTLD, Stateside, Sundry and Avo, that offers

a variety of apparel products through direct-to-consumer and wholesale distribution.

Our complementary brand portfolio provides us with

the unique opportunity to cross merchandise our brands.

We aim for our customers to wear our brands head to toe and to capture what we

call “closet share” by gaining insight into their preferences to create targeted and personalized content specific to their

Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital and operational

capabilities across all brands.

As a result, we have been able to realize operational efficiencies and continue to identify additional

cost-saving opportunities to scale our brands and overall portfolio.

April of 2024, we entered into a retail store sublease for approximately 3.5 years at the Simon Premium Outlet in Allen, TX, a suburb

We opened the store in April 2024.

The Company closed the store in October 2024 to focus on its e-commerce strategy with VaynerCommerce,

a digital marketing agency.

2025, the Company entered into several strategic agreements to expand its collegiate apparel and marketing platform, including arrangements

with AAA Tuscaloosa (University of Alabama), LLC, Traffic Holdco, LLC, Buffalo Sports Properties / Learfield, The Grove Collective, LLC,

and MavDB Consulting LLC.

July 16, 2025, the Company entered into Exclusive Private Label Manufacturing Agreements with AAA Tuscaloosa, LLC and Traffic Holdco,

Under these agreements, the Company manufactures collegiate-branded apparel for distribution through university channels and related

In connection with these arrangements, the Company agreed to issue common stock with total equity commitments of approximately

$3.0 million for AAA and a minimum of $9.0 million for Traffic Holdco over three-year terms.

The shares are issued in exchange for services

including licensing access, marketing, distribution, and compliance support and are accounted for in accordance with ASC 718.

records prepaid assets for the fair value of shares issued, which are amortized over the respective agreement terms.

Both agreements

include make-whole provisions (through March 2027) requiring the Company to issue additional shares or cash if the fair value of shares

delivered falls below the guaranteed commitment;

accordingly, the awards are liability-classified and remeasured at fair value each reporting

period through earnings.

December 3, 2025, the Company entered into a Marketing and Sponsorship Agreement with Buffalo Sports Properties, LLC, a Learfield property,

for the University of Colorado athletic program.

Under the agreement, the Company receives sponsorship, media, and NIL marketing benefits

in exchange for annual consideration of $550,000, consisting of $350,000 in equity and $200,000 in cash, over a three-year term.

equity component is accounted for under ASC 718 and is subject to an 18-month make-whole provision (through June 2027), resulting in

liability classification and periodic fair value remeasurement.

The cash component is recorded as prepaid sponsorship expense and amortized

over the period the related services are received.

The agreement also includes variable and fixed NIL-related funding arrangements, which

are recognized as expense as incurred or when the related activities occur.

November 19, 2025, the Company entered into an Exclusive Private Label Manufacturing Agreement with The Grove Collective, LLC.

In connection

with the agreement, the Company issued shares of common stock with an aggregate fair value of approximately $2.9 million, representing

a total equity commitment of $3.0 million.

The shares vested immediately and are accounted for as consideration for services, including

marketing and distribution support.

The Company recorded a prepaid asset for the fair value of the shares issued, which is being amortized

over the three-year term.

For the year ended December 31, 2025, approximately $0.1 million of marketing expense was recognized, with

the remaining balance recorded as prepaid expense.

March 12, 2025, the Company entered into a Vendor Agreement with MavDB Consulting LLC to provide capital markets advisory and consulting

services, including investor introductions and strategic advisory support.

In connection with the agreement, the Company agreed to pay

a one-time fee of approximately $2.5 million.

The costs associated with this agreement are recognized as expense as the related services

are performed.

of December 31, 2025, no make-whole payments were required under any of the above agreements, as the fair value of shares issued exceeded

the respective contractual commitments.

October 2, 2024, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market

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of Listing Rules 5550(a)(2), 5550(b)(1), and 5635, the Bid Price, Shareholders’ Equity, and Shareholder Approval Rules, respectively.

Company and various purchasers (the “Investors”) executed a securities purchase agreement (the “SPA”) on or around

April 7, 2023, whereby the Investors purchased from the Company promissory notes in the aggregate principal amount of approximately $2,500,000

(the “Original Notes”), and the remaining balances of such Original Notes as of October 1, 2023, were exchanged by the Investors

for replacement promissory notes issued on October 1, 2023, in the aggregate principal amount of approximately $1,789,668.37 (the “2023

On May 24, 2024, the Company entered into settlement agreements with the Investors (each a “Settlement Agreement”),

pursuant to which the Company agreed to pay aggregate cash payments equal to $1,789,668.37 to extinguish all obligations and claims under

the SPA, Original Notes, and 2023 Notes, as follows:

(i) $500,000.00 on or before May 28, 2024 and (ii) $1,289,668.37 on or before September

30, 2024 (the “Final Payment”).

On or around October 3, 2024, the Company entered into amendments to each Settlement Agreement

with the Investors, whereby the Final Payment due date was extended to October 31, 2024.

On November 1, 2024, the Company entered into

a second amendment to each Settlement Agreement with the Investors, whereby the Final Payment due date was extended to November 4, 2024.

On November 4, 2024, the Company paid the Final Payment to extinguish all obligations and claims under the SPA, Original Notes, and 2023

July 1, 2024 and October 22, 2024, the Company issued and sold 105,125 shares of Common Stock (the “Recent ATM Share Sales”)

Wainwright & Co., LLC (the “Agent”) as sales agent or principal, pursuant to the terms of the Company’s

previously announced At-The-Market Offering Agreement, dated December 27, 2023, between us and the Agent (the “Sales Agreement”).

The Company received net proceeds of $2,063,386 from the Recent ATM Share Sales.

Between October 23, 2024 and December 17, 2024, the

Company issued and sold 65,236 shares of Common Stock to the Agent as sales agent or principal, pursuant to the terms of the Sales Agreement,

and received net proceeds of $278,160.

October 3, 2024 and October 15, 2024, the Company issued 26,226 shares of the Company’s common stock (the “Shares”)

to a certain note holder upon conversion of a portion of their promissory note originally issued by the Company on or around October

1, 2023 (the “Note”).

On October 16, 2024, the Company became aware that the issuance of the Shares was in error and not

permitted under the terms of the Note due to the requirement thereunder that stockholder approval be obtained prior to the issuance of

more than 19.9% of the Company’s pre-transaction shares outstanding upon conversion(s) of the Note, as referenced and specifically

required under Nasdaq Listing Rule 5635(d).

The Company then notified the note holder that the Shares must be returned to the Company’s

transfer agent for cancellation.

On November 5, 2024, the holder facilitated the cancellation of 26,226 shares of the Company’s

common stock in accordance with the Company’s remediation plan.

The Company communicated with The Nasdaq Stock Market LLC regarding

the aforementioned erroneous issuance of the Shares and subsequent remediation actions.

The Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC considered the Company’s non-compliance with Nasdaq Listing Rule 5635(d) as an additional basis

for the delisting of the Company’s securities from Nasdaq.

October 28, 2024, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited

investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best efforts offering

(the “Offering”):

(i) 124,673 shares of common stock (the “Common Stock”), at a purchase price of $5.00 per share

of Common Stock, and (ii) 482,187 pre-funded warrants (“Pre-Funded Warrants”) to purchase Common Stock, at a purchase price

of $4.995 per Pre-Funded Warrant, immediately exercisable at an exercise price of $0.005 per share.

The Purchase Agreement contained

customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations

of the parties.

The Offering closed on October 30, 2024.

Company offered Pre-Funded Warrants to those Purchasers whose purchase of Common Stock in the Offering would have resulted in the Purchaser,

together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the Purchaser, 9.99%)

of our Common Stock immediately following the consummation of the Offering in lieu of the Common Stock that would otherwise result in

ownership in excess of 4.99% (or at the election of the purchaser, 9.99%) of the outstanding Common Stock of the Company.

The Pre-Funded

Warrants may be exercised commencing on the issuance date and do not expire.

The Pre-Funded Warrants are exercisable for cash;

however that they may be exercised on a cashless exercise basis if, at the time of exercise, there is no effective registration statement

registering, or no current prospectus available for, the issuance or resale of the Common Stock issuable upon exercise of the Pre-Funded

Common Stock, the Pre-Funded Warrants, and the Common Stock issuable upon exercise of the Pre-Funded Warrants were offered pursuant to

a registration statement on Form S-1 as filed with the SEC on October 24, 2024, as amended, and was declared effective on October 28,

2024 (the “Registration Statement”).

Capital Partners LLC, acting through Dominari Securities LLC (the “Placement Agent”), acted as the exclusive placement agent

for the Offering pursuant to a Placement Agency Agreement dated October 28, 2024 (the “Placement Agency Agreement”) by and

between the Company and the Placement Agent.

Offering resulted in gross proceeds to the Company of approximately $3,000,000, before deducting placement agent fees and commissions

and other offering expenses, and excluding proceeds to the Company, if any, that may result from the future exercise of the Pre-Funded

Warrants issued in the Offering.

As compensation to the Placement Agent, as the exclusive placement agent in connection with the Offering,

the Company paid to the Placement Agent a cash fee of 8.0% of the aggregate gross proceeds raised in the Offering, a non-accountable

expense allowance of 1.0% of the aggregate gross proceeds raised in the Offering, reimbursement of up to $50,000 for expenses of legal

counsel and other actual out-of-pocket expenses, and up to $15,950 for clearing agent closing costs.

The Company received net proceeds

of approximately $2,555,261 from the Offering (the “Public Offering Proceeds”).

December 9, 2024, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of

the State of Delaware to effectuate the 2024 Reverse Stock Split at a

ratio of 1-for-50 (the “Amendment”).

The Amendment became effective at 5:00 PM ET on December 12, 2024.

or around January 17, 2025, the Company closed a private placement pursuant to a securities purchase agreement with a certain accredited

investor, pursuant to which the Company agreed to issue and sell, in a private placement, a promissory note in the principal amount of

$121,900 (the “January 2025 Note”).

The January 2025 Note is convertible into common stock upon default at a conversion price

equal to 61% of the lowest closing bid price during the ten trading days prior to the conversion date.

The January 2025 Note provides

that the total number of shares of common stock that may be issued upon conversion thereof shall not exceed 19.99% of the shares of Common

Stock outstanding as of the issuance date of the January 2025 Note.

or around January 20, 2025, the Company entered into a vendor agreement (the “Vendor Agreement”) with MavDB Consulting LLC

(the “Vendor”).

The engagement of the Vendor is for a five (5) year period and the vendor services to be provided include,

but are not limited to, product content production, social media marketing, engagement of influencers and student athletes for product

awareness, and event and staffing costs (the “Services”).

In consideration for the Services, the Company will pay the Vendor

a vendor fee equal to $3,000,000 (the “Cash Fee”) within thirty calendar days after the date of the Vendor Agreement (the

“Payment Period”), provided, however, that Vendor may elect to receive the Vendor Shares (as defined below) and/or Vendor

Pre-Funded Warrants (as defined below) as described below in lieu of the Cash Fee by providing written notice to the Company of such

election during the Payment Period (the “Written Notice”).

The “Vendor Shares” shall mean a number of Common

Stock equal to the Cash Fee divided by $1.45, provided, however, if the issuance of any of the Vendor Shares would cause the Vendor to

exceed 4.99% of the of the outstanding Common Stock, as determined in accordance with Section 16 of the Exchange Act and the regulations

promulgated thereunder, then the Company shall instead issue to Vendor pre-funded warrants (the “Vendor Pre-Funded Warrants”)

for the purchase of the amount of Vendor Shares in excess of the beneficial ownership limitation, provided, further, that if the Vendor

specifies in the Written Notice that the Vendor elects to receive Vendor Pre-Funded Warrants in lieu of the entire amount of the Vendor

Shares, then the Company shall instead issue to Vendor the Vendor Pre-Funded Warrants to purchase the entire amount of the Vendor Shares.

The Vendor delivered the Written Notice to the Company during the Payment Period and the Company issued the Vendor Pre-Funded Warrants

for the purchase of 2,068,965 shares of Common Stock to Vendor on January 21, 2025.

Vendor Pre-Funded Warrants have an initial exercise price per share of Common Stock equal to $0.01.

The Vendor Pre-Funded Warrants are

immediately exercisable and will expire five (5) years after the issuance date of the Vendor Pre-Funded Warrants.

The exercise price

and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share

splits, reorganizations or similar events.

The Vendor Pre-Funded Warrants will be exercisable, at the option of the Vendor, in whole

or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock

purchased upon such exercise (except in the case of a cashless exercise).

The Vendor (together with its affiliates) may not exercise

any portion of the Vendor Pre-Funded Warrants to the extent that the Vendor would own more than 4.99% of the outstanding shares of Common

Stock immediately after exercise, except that upon at least 61 days’ prior notice from the Vendor to us, the Vendor may increase

the amount of beneficial ownership of outstanding shares after exercising the Vendor’s Pre-Funded Warrants up to 9.99% of the number

of our shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined

in accordance with the terms of the Vendor Pre-Funded Warrants.

In lieu of making the cash payment otherwise contemplated to be made

to us upon such exercise in payment of the aggregate exercise price, the Vendor may elect instead to receive upon such exercise (either

in whole or in part) the number of shares of Common Stock determined according to a formula set forth in the Vendor Pre-Funded Warrants.

January 22, 2025, the Company issued a promissory note in the principal amount of $260,000.00 (the “Second Note”) to an accredited

investor (“Investor”), pursuant to which the Investor made a loan to the Company.

The Second Note carries an original issue

discount of $60,000.00, and accordingly the purchase price of the Second Note is $200,000.00.

The Second Note matures on April 22, 2025,

and contains customary events of default.

Upon the occurrence of any event of default under the Second Note, the Second Note will become

immediately due and payable in an amount equal to the outstanding principal and accrued interest under the Second Note plus default interest

at the rate of sixteen percent (16%) per annum.

Reverse Stock Split

December 2024, following the approval of shareholders, we completed the 2024 Reverse Stock Split in the ratio of 1-for-50.

result of the 2024 Reverse Stock Split, every fifty (50) shares of the Company’s pre-reverse stock split common stock was

combined and automatically became one (1) share of common stock.

January 21, 2025, the Company entered into a five-year marketing services agreement with MavDB Consulting LLC for services including

content production, social media marketing, and student athlete engagement.

As consideration, the Company issued pre-funded warrants

to purchase 2,068,965 shares of common stock at $0.01 per share, exercisable immediately and expiring five years from issuance, subject

to a 4.99% beneficial ownership limitation (adjustable to 9.99% upon 61 days’ notice).

The issuance was made in reliance on Section

4(a)(2) of the Securities Act.

January 22, 2025, the Company issued a promissory note in the principal amount of $260,000 (purchase price $200,000 after a $60,000 original

issue discount) to an accredited investor, maturing April 22, 2025, with default interest at 16% per annum.

December 2024, following the approval of shareholders, we completed a one-for-50 (1-for-50) reverse stock split (the “Reverse Stock

As a result of the Reverse Stock Split, every fifty (50) shares of the Company’s Pre-Reverse Stock Split common

stock was combined and automatically became one (1) share of common stock.

The Reverse Stock Split did not (i) change the authorized

number of shares, (ii) change the par value of the common stock, or (iii) modify any voting rights of the common stock.

at the effective time of the 2024 Reverse Stock Split, the number of shares of common stock issuable upon exercise of warrants

(including public warrants under the trading symbol “DBGIW”), preferred stock, and other convertible securities, as well

as any commitments to issue securities, that provide for adjustments in the event of a reverse stock split will be appropriately

adjusted pursuant to their applicable terms for the 2024 Reverse Stock Split.

If applicable, the conversion price for each

outstanding share of preferred stock and the exercise price for each outstanding warrant will be increased, pursuant to their terms,

in inverse proportion to the 1-for-50 split ratio such that upon conversion or exercise, the aggregate conversion price for

conversion of preferred stock and the aggregate exercise price payable by the warrant holder to the Company for shares of common

stock subject to such warrant will remain approximately the same as the aggregate conversion or exercise price, as applicable, prior

to the 2024 Reverse Stock Split.

of Offering of Common Stock and Pre-Funded Warrants

at the effective time of the Reverse Stock Split, the number of shares of common stock issuable upon exercise of warrants (including

public warrants under the trading symbol “DBGIW”), preferred stock, and other convertible securities, as well as any commitments

to issue securities, that provide for adjustments in the event of a reverse stock split will be appropriately adjusted pursuant to their

applicable terms for the Reverse Stock Split.

If applicable, the conversion price for each outstanding share of preferred stock and the

exercise price for each outstanding warrant will be increased, pursuant to their terms, in inverse proportion to the 1-for-50 split ratio

such that upon conversion or exercise, the aggregate conversion price for conversion of preferred stock and the aggregate exercise price

payable by the warrant holder to the Company for shares of common stock subject to such warrant will remain approximately the same as

the aggregate conversion or exercise price, as applicable, prior to the Reverse Stock Split.

of offering Common Stock and Pre-Funded Warrants

February 13, 2025, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain accredited

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issued in this Offering) and reimbursement of up to $150,000 for expenses of legal counsel and other actual out-of-pocket expenses.

Securities Exchange Application

February 20, 2025, the Company issued a press release announcing that it has submitted an application to list its common stock on a national

Securities Exchange

The successful listing of the Company’s common shares is subject to the approval of the listing application

by the national securities exchange and the satisfaction of all applicable listing criteria and requirements.

No assurance can be given

that the listing application will be approved or that such listing will be completed.

Brands Group is a curated collection of lifestyle brands that offers a variety of apparel products through direct-to-consumer and wholesale

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our websites, wholesale and royalty (license revenue).

44 combines beautiful, luxe fabrics and on-trend designs to create sophisticated ready-to-wear capsules for women on-the-go.

Designing for real life, this brand focuses on feeling and comfort rather than how it looks on a runway.

Bailey 44 is primarily a

wholesale brand, which we are transitioning to a digital, direct-to-consumer brand.

offers stylish high-quality garments without the luxury retail markup valuing customer experience over labels.

DSTLD is primarily

a digital direct-to-consumer brand.

is an elevated, America first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los Angeles.

Bailey 44 combines

beautiful, luxe fabrics and on-trend designs to create sophisticated ready-to-wear capsules for women on-the-go.

Designing for real

life, this brand focuses on feeling and comfort rather than how it looks on a runway.

Bailey 44 is primarily a wholesale brand, which

we are transitioning to a digital, direct-to-consumer brand.

DSTLD offers stylish

high-quality garments without the luxury retail markup valuing customer experience over labels.

DSTLD is primarily a digital direct-to-consumer

is an elevated, America first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los

The collection is influenced by the evolution of the classic t-shirt, offering a simple yet elegant look.

Stateside is primarily

is primarily a wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.

Sundry offers distinct

collections of women’s clothing, including dresses, shirts, sweaters, skirts, shorts, athleisure bottoms and other accessory

Sundry’s products are coastal casual and consist of soft, relaxed and colorful designs that feature a distinct French

chic, resembling the spirits of the French Mediterranean and the energy of Venice Beach in Southern California.

Sundry is primarily

a wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.

offers distinct collections of women’s clothing, including dresses, shirts, sweaters, skirts, shorts, athleisure bottoms

and other accessory products.

Sundry’s products are coastal casual and consist of soft, relaxed and colorful designs that feature

a distinct French chic, resembling the spirits of the French Mediterranean and the energy of Venice Beach in Southern California.

Sundry is primarily a wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.

is a women’s essential brand that will offer t-shirts, sweats, dresses, sweaters and athleisure.

Avo eliminates the wholesale

mark-up, so its products have a sharper price point.

Avo also offers larger discounts when the customer bundles multiple products

to their cart, which allows Avo to leverage its shipping and fulfillment costs.

Avo leverages the Company’s current design

and supply chain infrastructure, so we use similar or the same fabrics and contractors for Avo that we do for our other brands.

is a collegiate licensed loungewear brand that offers t-shirts, tanks, fleece sweats, shorts, and other loungewear products.

Avo eliminates the wholesale mark-up, so its products have a sharper price point.

Avo works directly with the colleges and universities to design and create compelling products that feature student-athletes,

fraternities and sororities in our digital ads, emails, SMS and website photos.

Avo has raised over $17 million for student athletes since

it was launched in April 2025.

Avo leverages the

Company’s current design and supply chain infrastructure, so we use similar or the same fabrics and contractors for Avo that

we do for our other brands.

We currently have ten universities on the website, and expect to announce significantly more universities over the

next few months.

believe that successful apparel brands sell in all revenue channels.

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April of 2024, we entered into a retail store sublease for approximately 3.5 years at the Simon Premium Outlet in Allen, TX, a suburb

We opened the store in April 2024.

The Company closed the store in October 2024 to focus on its e-commerce strategy with VaynerCommerce,

We opened the store in April 2024 The Company closed the store in October 2024 to focus on its e-commerce strategy with VaynerCommerce,

a digital marketing agency.

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to each brand’s customer base.

As an example, the Digital Brand Group’s marketing and data team reviews the customer data

As an example, the Digital Brands Group’s marketing and data team reviews the customer data

across all our portfolio brands and will work with each brand to identify the new customers from our other portfolio brands that they

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The brand level employees then execute the

looks and styles and create the customized customer communication based on the information and data from the Digital Brand Group marketing

looks and styles and create the customized customer communication based on the information and data from the Digital Brands Group marketing

and data teams.

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our acquisition of Bailey 44, LLC, we view the following as tangible near term growth opportunities:

emphasis on email and SMS communications allowing for personalized direct customer engagement, retention and repurchases.

market share in existing and new wholesale, including specialty boutiques due to the well-known and respected designer we hired in

digital spend, social media presence, and brand and influencer collaborations.

opportunity to roll out proven retail concept in well defined, strategic locations.

International

expansion and licensing opportunities in select categories.

Increase emphasis on email

and SMS communications allowing for personalized direct customer engagement, retention and repurchases.

Increase market share in

existing and new wholesale, including specialty boutiques due to the well-known and respected designer we hired in June 2020.

Increase digital spend,

social media presence, and brand and influencer collaborations.

Selective opportunity to

roll out proven retail concept in well defined, strategic locations.

International expansion

and licensing opportunities in select categories.

— Brand Summary

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our acquisition of Stateside, we view the following as tangible near-term growth opportunities:

online revenues significantly as we have spent very little resources on developing its online sales opportunity from the website

optimization to photography to email marketing to online advertising to digital customer acquisition and retention.

gross margins by ordering larger quantities as we pay meaningful upcharges for minimum order quantities.

seasonal new product categories such as women’s knits and wovens in the top category and women’s wovens in the bottom

We believe knits and wovens tops are one of the larger product categories in womenswear, with higher price points and dollar

Increase online revenues

significantly as we have spent very little resources on developing its online sales opportunity from the website optimization to

photography to email marketing to online advertising to digital customer acquisition and retention.

Increase gross margins

by ordering larger quantities as we pay meaningful upcharges for minimum order quantities.

Launch seasonal new product

categories such as women’s knits and wovens in the top category and women’s wovens in the bottom category.

knits and wovens tops are one of the larger product categories in womenswear, with higher price points and dollar profit.

Sundry — Brand

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our acquisition of Sundry, we view the following as tangible near-term growth opportunities:

online revenues significantly as we cross-market their customer base with the customer bases from our other brands.

gross margin dollars by updating the product line and driving increased volume through the wholesale and online channels.

a new product category for 2025 in women’s athleisure.

We believe athleisure is one of the largest product categories in womenswear,

with high repeat spend and closet share.

Increase online revenues

significantly as we cross-market their customer base with the customer bases from our other brands.

Increase gross margin dollars

by updating the product line and driving increased volume through the wholesale and online channels.

Launch a new product category

for 2025 in women’s athleisure.

We believe athleisure is one of the largest product categories in womenswear, with high repeat

spend and closet share.

— Brand Summary

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— Brand Summary

is a women’s essential brand that will offer t-shirts, sweats, dresses, sweaters and athleisure.

Avo eliminates the wholesale mark-up,

so its products have a sharper price point.

Avo also offers larger discounts when the customer bundles multiple products to their cart,

which allows Avo to leverage its shipping and fulfillment costs.

Avo leverages the Company’s current design and supply chain infrastructure,

so we use similar or the same fabrics and contractors for Avo that we do for our other brands.

launched in late August 2024 and prices for t-shirts range from $20 to $50 based on the size of the customer’s bundle.

Other product

prices will range from $17.50 for tanks to $198 for sweaters with no retail price above $99 if the customer bundles three units or more.

If the customer bundles two units then they receive a 40% discount and if they bundle three units or more the customer receives a 60%

Studios — Brand Summary

Studios will design and offer luxury men’s suiting with superior performance, superb fits, and excellent quality at an exceptional

We will offer men’s classic tailored apparel with premium and luxury fabrics and manufacturing.

We work with the same high-quality

mills and factories in the world as the leading luxury brands.

We believe most customers have different shapes and sizes, so we plan

to offer multiple fits for our products.

We sidestep the middleman and sell our products ourselves, allowing us to offer top-tier quality

without the standard retail markup.

suits had range from $295 to $495;

similar quality brands produced at the same factories wholesale for approximately $300 to $600 and

retail for $600 to $1,200.

Our dress shirts will range $55 to $65, similar quality brands produced at the same factories wholesale for

approximately $50 to $75 and retail for $95 to $150.

Our casual pants will range $85 to $109, similar quality brands produced at the

same factories wholesale for approximately $85 to $115 and retail for $175 to $250.

discontinued the operations of the ACE Studios brand in the second quarter of 2024 as a digitally native first brand.

Avo is a collegiate licensed loungewear brand that offers t-shirts,

tanks, fleece sweats, shorts, and other loungewear products.

Avo eliminates the wholesale mark-up, so its products have a sharper price

Avo works directly with the colleges and universities to design and create compelling products that feature student-athletes, fraternities

and sororities in our digital ads, emails, SMS and website photos.

Avo has raised over $17 million for student athletes since it was launched

in April 2025.

Avo leverages the Company’s current design and supply chain infrastructure, so we use similar or the same fabrics

and contractors for Avo that we do for our other brands.

We currently have ten universities on the website, and expect to announce significantly

more universities over the next few months.

launched in late August 2024 as an everyday essentials brand.

In April 2025, Avo pivoted to a collegiate licensed model, which

launched at the University of Alabama through Yea Alabama.

Since April 2025, Avo has added 9 universities to its offering and

expects to add significantly more over the next few months.

Prices for t-shirts and tanks range from $30 to $58 based on the fabric

quality, gender and style (such as hoodies vs crew necks).

The women’s softest fleece are $68 and we are launching a new

fleece product for men and women that will arrange from $68 to $88 based on style and gender.

Other product prices will range from

$48 for shorts to $98 for quarter zips, polos or sweaters.

Avo pays a royalty rate to each university based on the

university’s royalty rates.

Avo focuses on supporting female student athletes.

Avo also works directly with the Greek life at

these universities.

and Distribution

and Avo products are sold primarily direct-to-consumer, via our website.

We utilize a build your own bundle strategy to increase the

cart size and create cost savings per unit sold.

By selling direct-to-consumer, we are able to eliminate the wholesale mark-up and offer

sharper pricing to the customer.

At some universities, Avo does sell through the university’s bookstores, at which point are margins are much

lower as we do not add a wholesale mark-up.

Avo believes this channel is a marketing channel that has a slight profit and creates a physical

touch point with the customer.

products are distributed through wholesale and direct-to-consumer channels.

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from, we take into account the following factors:

price for end consumer

order quantity

Shipping/delivery

Cost of garment

Retail price for end consumer

Production time

Minimum order quantity

Shipping/delivery time

Payment terms

taking all of these into consideration, we can focus on making sure we have access to in-demand and high quality products available for

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marketing channel and based on the specific purpose, such as acquisition, retention or brand building.

We also have an in-house marketing

team at the DBG portfolio level, which reviews these brand initiatives, develops and helps initiate cross merchandising strategies, manages

the data analytics and negotiates contracts using all our brands to lower the cost.

goal at the brand and the portfolio level is to increase brand awareness and reach, customer engagement, increase new customer conversion

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While most of our collaborations are compensated

solely through product gifts, we also offer an affiliate commission of up to 20% through the influencer platform reward Style, which

is the parent company of LiketoKnow.it, the first influencer platform to make Instagram shopable (users receive an email directly to

their inbox with complete outfit details when they “Like” a photo with LiketoKnow.it technology).

solely through product gifts, we also offer an affiliate commission of up to 20% through the influencer platforms.

generate ongoing organic and word-of-mouth awareness, we intend to work with print and online media outlets to announce new products

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and any relevant company developments.

We also plan to host local Los Angeles press at our office space.

and Influencer Gifting

approach celebrity gifting in a strategic, discerning manner.

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We have successfully placed clothing (and as a result, fashion press) on

a number of well-known A-list celebrities.

a number of well-known A-list celebrities and well known influencers.

plan to develop and launch a company-wide loyalty program, which would include all our brands.

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retailers of apparel, including large, diversified apparel companies with substantial market share and strong worldwide brand recognition.

Many of our competitors, including Vince, James Perse, Rag & Bone, Madewell, AG, FRAME, All Saints, Zegna and Ralph Lauren, have

Many of our competitors, including Vince, James Perse, Rag & Bone, Madewell, AG, FRAME, All Saints, and Vouri, have

significant competitive advantages, including longer operating histories, larger and broader customer bases, more established relationships

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a result, these competitors may be better equipped than we are to influence consumer preferences or otherwise increase their market share

adapting to changes in customer requirements or consumer preferences;

excess inventory that has been written down or written off;

resources to the marketing and sale of their products, including significant advertising campaigns, media placement, partnerships

and product endorsement;

in lengthy and costly intellectual property and other disputes.

Our quarterly operating results vary due to the seasonality of our individual brands, and are historically stronger

in the second half of the calendar year.

quickly adapting to changes

in customer requirements or consumer preferences;

discounting excess inventory

that has been written down or written off;

devoting resources to the

marketing and sale of their products, including significant advertising campaigns, media placement, partnerships and product endorsement;

engaging in lengthy and

costly intellectual property and other disputes.

business is subject to a number of domestic and foreign laws and regulations that affect companies conducting business on the Internet,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business