Digital Brands Group, Inc. 10-Q

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 March 31, 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 DIGITAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 46-1942864 (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 class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A 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 May 20, 2026, the Company had 22,985,558 shares of common stock, $ 0.0001 par value, issued and outstanding. DIGITAL BRANDS GROUP, INC. FORM 10-Q TABLE OF CONTENTS Page CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 PART I. FINANCIAL INFORMATION 4 ITEM 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited), and December 31, 2025 4 Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026, and 2025 5 Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026, and 2025 6 Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 ITEM 3 Quantitative and Qualitative Disclosures about Market Risk 42 ITEM 4. Controls and Procedures 42 PART II. OTHER INFORMATION 44 ITEM 1. Legal Proceedings 44 ITEM 1A. Risk Factors 45 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 45 ITEM 3. Defaults upon Senior Securities 45 ITEM 4. Mine Safety Disclosures 45 ITEM 5. Other Information 45 ITEM 6. Exhibits 45 SIGNATURES 46 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Except for historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward- looking terminology, including the terms “believe,” “estimate,” “project,” “aim,” “anticipate,” “expect,” “seek,” “predict,” “contemplate,” “continue,” “possible,” “intend,” “may,” “plan,” “forecast,” “future,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report on Form 10-K and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies, the industry in which we operate and potential acquisitions. We derive many of our forward- looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this Quarterly Report on Form 10-Q. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward- looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the stability of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause our results to vary from expectations include those discussed in “Risk Factors” in our most recent Annual Report on Form 10-K, as the same may be updated from time to time. Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. 3 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DIGITAL BRANDS GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 2026 2025 ASSETS Current assets: Cash and cash equivalents $ 5,120,371 $ 1,934,831 Restricted cash - 5,744,174 Accounts receivable, net 214,017 153,983 Due from factor, net 188,426 273,437 Inventory 3,546,404 3,136,660 Prepaid expenses and other current assets 10,273,379 9,372,958 Total current assets 19,342,597 20,616,043 Property, equipment and software, net 214,873 15,736 Right of use asset 4,123,037 - Goodwill 5,788,445 5,788,445 Intangible assets, net 4,353,515 4,494,871 Deposits 222,831 82,331 Prepaid marketing expenses 13,273,867 13,491,954 Total assets $ 47,319,165 $ 44,489,380 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,623,673 $ 6,270,892 Accrued expenses and other liabilities 5,649,147 5,561,491 Due to related parties 370,921 370,921 Accrued interest payable 2,911,332 2,787,506 Loan payable, current 2,556,888 2,624,749 Stock payable 5,227,035 4,951,128 Promissory note payable 3,500,000 3,500,000 Total current liabilities 26,838,996 26,066,687 Share based payment liability 12,462,887 9,405,699 Right of use liability 4,189,735 - Deferred tax liability 248,990 248,990 Total liabilities 43,740,608 35,721,376 Commitments and contingencies (Note 13) - - Stockholders’ equity: Undesignated preferred stock, $ 0.0001 par, 10,000,000 shares authorized, 0 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 - - Series A convertible preferred stock, $ 0.0001 par, 6,300 shares designated, 6,300 shares issued and outstanding as of both March 31, 2026 and December 31, 2025 1 1 Series C convertible preferred stock, $ 0.0001 par, 1,344 shares issued and outstanding as of both March 31, 2026 and December 31, 2025, respectively 1 1 Series D convertible preferred stock, $ 0.0001 par, 14,656 and 15,906 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 2 2 Preferred stock value 2 2 Common stock, $ 0.0001 par, 1,000,000,000 shares authorized, 15,091,800 and 8,788,335 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 1,509 879 Common stock to be issued 2,428,737 - Additional paid-in capital 167,893,936 164,120,717 Accumulated deficit ( 166,745,629 ) ( 155,353,596 ) Total stockholders’ equity 3,578,557 8,768,004 Total liabilities and stockholders’ equity $ 47,319,165 $ 44,489,380 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 4 DIGITAL BRANDS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 2026 2025 Three Months Ended March 31, 2026 2025 Net revenues $ 1,315,984 $ 1,871,701 Cost of net revenues 1,270,603 999,246 Gross profit 45,381 872,455 Operating expenses: General and administrative 2,572,284 1,973,803 Sales and marketing 4,752,255 828,788 Distribution 139,974 66,424 Total operating expenses 7,464,513 2,869,015 Loss from operations ( 7,419,132 ) ( 1,996,560 ) Other income (expense): Change in fair value of share based payment liability ( 3,871,454 ) - Interest expense ( 123,826 ) ( 134,923 ) Other non-operating income 22,379 41,573 Total other income (expense), net ( 3,972,901 ) ( 93,350 ) Income tax benefit (provision) - - Net loss $ ( 11,392,033 ) $ ( 2,089,910 ) Weighted average common shares outstanding - basic and diluted 10,703,563 2,278,447 Net loss per common share - basic and diluted $ ( 1.06 ) $ ( 0.92 ) The accompanying notes are an integral part of these financial statements 5 DIGITAL BRANDS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Series A Convertible Series C Convertible Series D Convertible Common Stock to Additional Total Stockholders’ Preferred Stock Preferred Stock Preferred Stock Common Stock be issued Paid-in Accumulated Equity Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balances at December 31, 2024 6,300 $ 1 4,786 $ 1 - $ - 838,584 $ 83 - $ - $ 125,772,412 $ ( 127,101,038 ) $ ( 1,328,541 ) Issuance of pre-funded warrants in connection with vendor agreement - - - - - - - - 3,000,000 - 3,000,000 Issuance of common stock and pre-funded warrants pursuant to private placement offering - 125,535 13 - - 6,642,420 6,642,433 Exercise of pre-funded warrants in connection with private placement offering - - - - - - 3,182,375 318 - - ( 318 ) - - Net loss - - - - - - - - - - - ( 2,089,910 ) ( 2,089,910 ) Balances at March 31, 2025 6,300 $ 1 4,786 $ 1 - $ - 4,146,494 $ 414 - $ - 135,414,514 $ ( 129,190,948 ) $ 6,223,982 Balances at December 31, 2025 6,300 $ 1 1,344 $ 1 15,906 $ 2 8,788,335 $ 879 - $ - $ 164,120,717 $ ( 155,353,596 ) $ 8,768,004 Balance 6,300 $ 1 1,344 $ 1 15,906 $ 2 8,788,335 $ 879 - - $ 164,120,717 $ ( 155,353,596 ) $ 8,768,004 Exercise of cash warrants in connection with private placement offering - - - - - - 4,464,604 446 - - 2,946,381 - 2,946,827 Extinguishment of share based payment liability- Buffalo Sport LLC - - - - - - - - - - 814,266 - 814,266 Common stock to be issued pursuant to pre-funded warrant exercises - - - - - - - - 4,897,905 2,428,737 - - 2,428,737 Exercise of pre-funded warrants pursuant to service contract - - - - - - 1,275,577 128 - - 12,628 - 12,756 Conversion of Series D preferred stock into common stock - - - - ( 1,250 ) - 563,284 56 - - ( 56 ) - - Net loss - - - - - - - - - - - ( 11,392,033 ) ( 11,392,033 ) Balances at March 31, 2026 6,300 $ 1 1,344 $ 1 14,656 $ 2 15,091,800 $ 1,509 4,897,905 $ 2,428,737 $ 167,893,936 $ ( 166,745,629 ) $ 3,578,557 Balance 6,300 $ 1 1,344 $ 1 14,656 $ 2 15,091,800 $ 1,509 4,897,905 $ 2,428,737 $ 167,893,936 $ ( 166,745,629 ) $ 3,578,557 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 DIGITAL BRANDS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 2026 2025 Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 11,392,033 ) $ ( 2,089,910 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 145,650 418,225 Amortization of loan discount and fees - 11,124 Change in fair value of share based payment liability 3,871,454 - Non-cash lease expense 138,989 - Changes in operating assets and liabilities: Accounts receivable, net ( 60,034 ) ( 6,070 ) Due from factor 85,011 84,121 Inventory ( 409,744 ) ( 429,662 ) Prepaid expenses and other current assets 2,417,666 ( 2,339,982 ) Accounts payable 352,779 ( 417,781 ) Accrued expenses and other liabilities 87,656 262,588 Accrued interest payable 123,826 - Lease liabilities ( 72,290 ) - Net cash used in operating activities ( 4,711,070 ) ( 4,507,347 ) Cash flows from investing activities: Purchase of property, equipment and software ( 119,975 ) - Deposits ( 140,500 ) - Net cash provided by investing activities ( 260,475 ) - Cash flows from financing activities: Issuance of loans and note payable - 100,000 Repayments of loan payable ( 151,316 ) ( 155,376 ) Proceeds of issuance of Series D preferred stock, net of issuance costs - 6,642,433 Proceeds from exercise of warrants 2,564,227 - Net cash provided by financing activities 2,412,911 6,587,057 Net change in cash, cash equivalents, and restricted cash ( 2,558,634 ) 2,079,710 Cash, cash equivalents, and restricted cash at beginning of period 7,679,005 164,431 Cash, cash equivalents, and restricted cash at end of period $ 5,120,371 $ 2,244,141 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ 47,000 Supplemental disclosure of non-cash investing and financing activities: Issuance of common stock as a reduction to stock payable $ 2,758,800 $ - Prepaid marketing services recognized as stock payable $ 3,100,000 $ - Common stock to be issued pursuant to pre-funded warrant exercise $ 2,428,737 $ - Purchase of vehicle with debt $ 83,456 $ - Reclassification of share based payment liability to equity $ 814,266 $ - Recognition of right-of-use asset $ 4,120,769 $ - Noncash prepaid vendor agreement $ - $ 3,000,000 Noncash issuance of shares $ - $ 318 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 7 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 1: NATURE OF OPERATIONS Digital Brands Group, Inc. (the “Company”) was organized on September 17, 2012 and is a portfolio company of apparel brands, including Bailey 44, Stateside and Sundry. The Company completed the acquisitions of Bailey 44 in February 2020, Stateside in August 2021 and Sundry in December 2022. NOTE 2: LIQUIDITY The Company has not generated profits since inception and has sustained net losses of $ 11,392,033 and $ 2,089,910 for the three months ended March 31, 2026 and 2025, respectively. The Company also incurred negative cash flow from operations for the three months ended March 31, 2026. Historically, the Company has lacked sufficient liquidity to satisfy obligations as they come due and, as of March 31, 2026, reported a working capital deficit of $ 7,496,399 . The Company expects to continue to generate operating losses for the foreseeable future. The accompanying consolidated financial statements do not include any adjustments as a result of this uncertainty. 8 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Through the date these financial statements were available to be issued, the Company has been primarily financed through the issuance of capital stock and debt. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses, which it has done, or obtain financing through the sale of debt and/or equity securities, which it has done. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. While the Company has several potential sources of cash including cash warrants that are registered and exercisable that are in the money, the ability to initiate an at-the-market (“ATM”) offering under its current shelf registration statement, no assurance can be given that the Company will be successful in these efforts. Management’s Plans On April 15, 2026, the Company entered into an At-the-Market Issuance Sales Agreement with Aegis Capital Corp., pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 100.0 million under the Company’s effective shelf registration statement on Form S-3. The Company intends to utilize the At-the-Market facility, together with other potential financing transactions, as a source of future liquidity and working capital. As of May 20, 2026, the date of issuance of these unaudited condensed consolidated financial statements, the Company had cash and cash equivalents of approximately $ 5.1 million as of March 31, 2026. During the three months ended March 31, 2026, the Company used approximately $ 5.0 million of cash in operating activities and continues to evaluate additional sources of liquidity to support ongoing operations and satisfy its debt obligations. Throughout the next twelve months, the Company intends to fund its operations from the funds raised through equity offerings, including at-the-market equity financings, further warrant exercises or other public or private equity offerings. Additionally, the Company intends to fund operations from increased revenues due to its new marketing efforts, including its collegiate apparel program and increased wholesale pricing, through settlement and renegotiation of aged payables, conversions of outstanding debt and accrued interest, continuing its cost-cutting measures implemented during 2025 and the three months ended March 31, 2026. Management believes that the Company’s existing cash balances, together with anticipated proceeds from future financing activities and operational improvement initiatives, may provide sufficient liquidity to support operations for at least the next twelve months from the date of issuance of these unaudited condensed consolidated financial statements. However, there can be no assurance that the Company will be successful in obtaining additional financing or achieving its operational objectives. If the Company is unable to obtain additional financing or improve operating cash flows, the Company may be required to modify, delay or reduce certain operating and strategic initiatives. NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the period presented. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026. 9 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Bailey, Stateside and Sundry). All inter-company transactions and balances have been eliminated on consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Equivalents and Concentration of Credit Risk The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company did not hold any cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000 . Prepaid Marketing Expenses and Liability-Classified Share-Based Awards The Company enters into long-term marketing, licensing, manufacturing, and sponsorship arrangements with third-party service providers under which it may issue common stock or equity-linked instruments in exchange for future services, including distribution, licensing access, product specification support, and marketing and promotional activities. These arrangements are accounted for as share-based payments to nonemployees in accordance with ASC 718, Compensation—Stock Compensation. Where share-based consideration is determined to be in exchange for distinct goods or services, including those received from a customer, the Company accounts for such transactions as the purchase of services. The Company recognizes a prepaid marketing or service asset measured at the grant-date fair value of the share-based consideration issued, representing the value of services to be received over the contractual term. Such prepaid assets are amortized on a straight-line basis over the period in which the related services are received, which generally corresponds to the contractual service period. Certain share-based arrangements include make-whole provisions that require the Company to deliver a fixed monetary value using a variable number of shares, or, in certain cases, cash. These provisions result in liability classification under ASC 718 and ASC 480, Distinguishing Liabilities from Equity, as the Company has an obligation to settle a fixed dollar amount rather than a fixed number of shares. Liability-classified share-based awards are initially measured at fair value on the grant date and subsequently remeasured at fair value at each reporting date until settlement. Changes in fair value are recognized in earnings in the period of change. Compensation cost is recognized over the requisite service period, with cumulative adjustments recorded for changes in fair value. The Company evaluates features within these arrangements, including make-whole provisions, under ASC 815, Derivatives and Hedging, to determine whether such features should be accounted for separately as derivatives. The Company has concluded that these features qualify for the scope exception applicable to share-based payment arrangements and therefore are not accounted for as freestanding or embedded derivatives. Accordingly, no bifurcation is required. The fair value of liability-classified share-based awards is estimated using a Monte Carlo simulation model. This valuation technique incorporates significant assumptions, including the Company’s stock price, expected volatility, risk-free interest rate, expected term, and other market-based inputs. Due to the use of significant unobservable inputs, these measurements are classified within Level 3 of the fair value hierarchy. Separately, certain contractual marketing investment commitments represent best-efforts obligations and do not create a present obligation or identifiable asset. Accordingly, such costs are expensed as incurred in accordance with ASC 720, Advertising Costs. 10 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Fair Value of Financial Instruments The Company measures certain assets and liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level hierarchy that prioritizes the inputs used in valuation techniques: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement. These inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company’s only recurring fair value measurements are its share-based payment liabilities arising from the make-whole provisions in the collegiate apparel agreements. These are classified as Level 3, as their valuation relies on significant unobservable inputs that are significant to the overall fair value measurement. Specifically, the expected stock price volatility is estimated from the Company’s own historical stock price data; because the Company does not have actively traded options or other instruments from which implied volatility could be observed, this input is unobservable. Under ASC 820-10-35-52, an instrument is classified based on the lowest level input that is significant to the fair value measurement. Changes in fair value are recognized in earnings each reporting period. See Note 8. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and short-term debt approximate fair value due to their short-term nature. The carrying value of the Company’s long-term SBA loan approximates fair value as the interest rate is fixed at a rate commensurate with current market rates for similar instruments. Accounts Receivable and Expected Credit Loss We carry our accounts receivable at invoiced amounts less allowances for customer credit losses and other deductions to present the net amount expected to be collected on the financial asset. All receivables are expected to be collected within one year of the consolidated balance sheet. We do not accrue interest on the trade receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. Receivables are determined to be past due based on individual credit terms. An allowance for credit losses is maintained based on the length of time receivables are past due, historical collections, or the status of a customer’s financial position. Receivables are written off in the year deemed uncollectible after efforts to collect the receivables have proven unsuccessful. We do not have any off-balance sheet credit exposure related to our customers. We periodically review accounts receivable, estimate an allowance for bad debts, and simultaneously record the appropriate expense in the statements of operations. Such estimates are based on general economic conditions, the financial conditions of customers, and the amount and age of past due accounts. Past due accounts are written off against that allowance only after all collection attempts have been exhausted and the prospects for recovery are remote. Recoveries of accounts receivable previously written off are recorded as income when received. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As of March 31, 2026, and December 31, 2025, the Company determined an allowance for credit losses of $ 308,460 and $ 307,526 , respectively. Inventory Inventory is stated at the lower of cost or net realizable value and accounted for using the weighted average cost method for the Company’s DSTLD brand and first-in, first-out method for Bailey, Stateside and Sundry. The inventory balances as of March 31, 2026, and December 31, 2025 consist substantially of finished good products purchased or produced for resale, as well as any raw materials the Company purchased to modify the products and work in progress. 11 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Inventory consisted of the following: SCHEDULE OF INVENTORY March 31, December 31, 2026 2025 Raw materials $ 81,352 $ 585,609 Work in process 725,053 999,366 Finished goods 2,739,999 1,551,685 Inventory $ 3,546,404 $ 3,136,660 Property, Equipment, and Software Property, equipment, and software are recorded at cost. Depreciation/amortization is recorded for property, equipment, and software using the straight-line method over the estimated useful lives of assets. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. The balances at March 31, 2026 and December 31, 2025 consist of software with three 3 year lives, property and equipment with three 3 to 10 year lives, and leasehold improvements which are depreciated over the shorter of the lease life or expected life. Depreciation and amortization charges on property, equipment, and software are included in general and administrative expenses and amounted to $ 4,294 and $ 1,685 for the three months ended March 31, 2026 and 2025. Business Combinations The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Intangible assets are established through business combinations and asset acquisitions. Technology assets are acquired through asset acquisitions, while brand names and customer relationships are primarily recognized in connection with business combinations. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of amortizable intangible assets are as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION Customer relationships 3 years Technology assets 3 years 12 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Impairment Long-Lived Assets The Company reviews its long-lived assets (property and equipment and amortizable intangible assets) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. It is our practice, at a minimum, to perform a qualitative or quantitative goodwill impairment test in the fourth quarter at every year end on December 31st. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets established in connection with business combinations consist of the brand name. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. 13 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. Accounting for Preferred Stock ASC 480, Distinguishing Liabilities from Equity, includes standards for how an issuer of equity (including equity shares issued by consolidated entities) classifies and measures on its balance sheet certain financial instruments with characteristics of both liabilities and equity. Management is required to determine the presentation for the preferred stock as a result of the redemption and conversion provisions, among other provisions in the agreement. Specifically, management is required to determine whether the embedded conversion feature in the preferred stock is clearly and closely related to the host instrument, and whether the bifurcation of the conversion feature is required and whether the conversion feature should be accounted for as a derivative instrument. If the host instrument and conversion feature are determined to be clearly and closely related (both more akin to equity), derivative liability accounting under ASC 815, Derivatives and Hedging, is not required. Management determined that the host contract of the preferred stock is more akin to equity, and accordingly, liability accounting is not required by the Company. The Company has presented preferred stock within stockholders’ equity. Costs incurred directly for the issuance of the preferred stock are recorded as a reduction of gross proceeds received by the Company, resulting in a discount to the preferred stock. The discount is not amortized. Revenue Recognition In accordance with FASB ASC 606, Revenue from Contracts with Customers¸ the Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract, and ● Recognition of revenue when or as the performance obligations are satisfied Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product, upon shipment of product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. The Company derives its revenue primarily from wholesale and e-commerce transactions. For both channels, revenue is recognized at the time the product is shipped to the customer, which is the point in time when control is transferred. The Company considers the sale of products as a single performance obligation. For the Company’s licensing agreement via Bailey44, the Company recognizes royalty revenue on a monthly basis over the term of the license agreement. 14 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The Company provides the customer the right of return on the product and revenue is adjusted based on an estimate of the expected returns based on historical rates. The Company deducts discounts, sales tax, and estimated refunds to arrive at net revenue. Sales tax collected from clients is not considered revenue and is included in accrued expenses until remitted to the taxing authorities. Shipping and handling fees charged to customers are included in net revenues. All shipping and handling costs are accounted for as distribution expenses, and are therefore not evaluated as a separate performance obligation. University Collegiate Apparel Revenue Starting in 2025, the Company generates revenue through its collegiate apparel agreements with AAA Tuscaloosa, LLC, Traffic Holdco, LLC, The Grove Collective, LLC, and Buffalo Sports Properties / Learfield. Revenue is recognized through two channels: (i) university store consignment, under which products are shipped to university campus bookstores and revenue is recognized based on actual sales reported by the store, and (ii) university online direct-to-consumer, under which revenue is recognized based on Shopify sales data from each university’s dedicated online portal when products are sold to end customers. In both cases, products are placed with the counterparty on consignment and the Company recognizes revenue only when a sale to an end consumer has occurred, consistent with ASC 606-10-55-37. Revenue from university channels is tracked separately in dedicated receivable accounts. Cost of Revenues Cost of revenues consists primarily of inventory sold and related freight-in. Cost of revenues includes direct labor pertaining to our inventory production activities and an allocation of overhead costs including rent and insurance. Shipping and Handling The Company recognizes shipping and handling billed to customers as a component of net revenues, and the cost of shipping and handling as distribution costs. Total shipping and handling billed to customers as a component of net revenues was approximately $ 12,975 and $ 17,654 for the three months ended March 31, 2026 and 2025, respectively. Total shipping and handling costs included in distribution costs were $ 139,974 and $ 66,424 , respectively. Advertising and Promotion Advertising and promotional costs are expensed as incurred. Advertising and promotional expense for the three months ended March 31,2026 and 2025 amounted to approximately $ 72,646 and $ 102,853 , respectively. The amounts are included in sales and marketing expense. General and Administrative General and administrative expenses consist primarily of compensation and benefits costs, professional services and information technology. General and administrative expenses also include payment processing fees, design and warehousing fees. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2026 and December 31, 2025, the Company did not have any derivative instruments that were designated as hedges. Stock Option and Warrant Valuation Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The Company recognizes forfeitures as they occur. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as an expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. 15 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. Segment Information In accordance with ASC 280, Segment Reporting, we identify our operating segments according to how our business activities are managed and evaluated. As of March 31, 2026, we had one 1 operating segment which pertains to the sale of apparel. All brands and reporting units currently report to the Chief Executive Officer. Each of our brands serve or are expected to serve customers through our wholesale, in store and online channels, allowing us to execute on our omni-channel strategy. We have determined that each of our brands share similar economic and other qualitative characteristics, and therefore the results of our operating businesses are aggregated into one 1 reportable segment. All of the operating businesses have met the aggregation criteria and have been aggregated and are presented as one reportable segment, as permitted by ASC 280. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments. Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of March 31, 2026, and 2024, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of March 31, 2026 and 2025 are as follows: SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING 2026 2025 March 31, 2026 2025 Series A convertible preferred stock 542 542 Series C convertible preferred stock 1,500 1,500 Series D convertible preferred stock 8,469,692 - Common stock warrants 17,934,256 33,651,481 Stock options 31 31 Total potentially dilutive shares 26,406,021 33,653,554 The stock options and warrants above are out-of-the-money as of March 31, 2026 and 2025. Leases The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement contains a lease at inception and recognizes operating lease right-of-use (“ROU”) assets and corresponding lease liabilities at the commencement date based on the present value of lease payments over the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate in determining the present value of lease payments when the implicit rate is not readily determinable. The Company has elected the short-term lease exemption for leases with an initial term of 12 months or less. Recent Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability and disclosure requirements associated with interim financial reporting and enhance consistency in interim financial statement presentation. ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. 16 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 4: PREPAID MARKETING EXPENSES In 2025 and during three months ended March 31, 2026, the Company entered into multi-year marketing, licensing, sponsorship, and service agreements under which it provides equity instruments, pre-funded warrants, or cash as consideration. Amounts paid or the fair value of instruments issued in excess of amounts currently expensed are recorded as prepaid assets and amortized over the contractual service period on a straight-line basis. University Marketing Agreements AAA Tuscaloosa, LLC — University of Alabama Effective July 16, 2025, the Company entered into a three-year Exclusive Private Label Manufacturing Agreement with AAA Tuscaloosa, LLC (“AAA”), pursuant to which the Company manufactures University of Alabama–branded apparel. AAA is responsible for marketing and selling the products through its website and campus bookstores and is considered the Company’s customer under ASC 606; revenue is recognized upon sale of products to end customers through AAA’s distribution channels. As consideration, the Company agreed to issue common stock valued at $ 1,000,000 per year over the three-year term (total equity commitment of $ 3,000,000 ). On December 12, 2025, the Company issued 285,714 shares of common stock at a grant-date fair value of $ 7.92 per share (grant date: September 22, 2025; aggregate equity fair value: $ 2,262,855 ). The share-based consideration represents payment for distinct services, including licensing access, distribution, and marketing services, and is accounted for under ASC 718. The total consideration, including the equity component and the initial fair value of the make-whole provision at grant date, was $ 4,341,104 . The Company recorded a prepaid asset equal to the fair value of consideration provided, amortized on a straight-line basis over the three-year term. For the three months ended March 31, 2026, the Company recognized $ 356,809 of marketing expense, representing quarterly amortization. As of March 31, 2026, the prepaid balance was $ 3,318,326 , of which $ 1,447,060 is classified as current and $ 1,871,266 as non-current. 17 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The agreement includes a 15-month make-whole provision (through March 12, 2027), under which the Company is required to issue additional shares or cash if the fair value of shares delivered falls below the $ 3,000,000 commitment; accordingly, the award is liability-classified under ASC 718. See Note 8 for the fair value detail and Monte Carlo assumptions. Traffic Holdco, LLC — Collegiate NIL Program Effective July 16, 2025, the Company entered into a three-year Exclusive Private Label Manufacturing Agreement with Traffic Holdco, LLC (“Traffic”), pursuant to which the Company obtained exclusive apparel manufacturing rights for collegiate Name, Image and Likeness (“NIL”) programs at a minimum of three universities. Traffic is responsible for licensing, marketing, and distribution through university channels and is considered the Company’s customer under ASC 606; revenue is recognized upon sale of products to end customers through Traffic’s distribution channels. As consideration, the Company agreed to issue common stock valued at $ 1,000,000 per university per year over the three-year term (minimum total equity commitment of $ 9,000,000 ). On December 12, 2025, the Company issued 857,143 shares of common stock at a grant-date fair value of $ 7.92 per share (grant date: September 22, 2025; aggregate equity fair value: $ 6,788,573 ). The share-based consideration represents payment for distinct services, including licensing access, distribution, marketing, and compliance services, and is accounted for under ASC 718. The total consideration, including the equity component and the initial fair value of the make-whole provision, was $ 13,023,328 . The Company recorded a prepaid asset equal to the fair value of consideration provided, amortized on a straight-line basis over the three-year term. For the three months ended March 31, 2026, the Company recognized $ 1,070,479 of marketing expense, representing quarterly amortization. As of March 31, 2026, the prepaid balance was $ 9,955,453 , of which $ 4,341,386 is classified as current and $ 5,614,067 as non-current. The agreement includes a 15-month make-whole provision (through March 12, 2027), under which the Company is required to issue additional shares or cash if the fair value of shares delivered falls below the guaranteed commitment; accordingly, the award is liability-classified under ASC 718. See Note 8 for the fair value detail and Monte Carlo assumptions. The Grove Collective, LLC — University of Mississippi Effective November 19, 2025, the Company entered into a three-year Exclusive Private Label Manufacturing Agreement with The Grove Collective, LLC (“Grove”), pursuant to which the Company will exclusively manufacture apparel products to be sold through Grove’s website and retail channels. The agreement supports marketing and brand development initiatives related to the University of Mississippi NIL program. Grove is considered the Company’s customer under ASC 606; revenue is recognized upon sale of products to end customers through Grove’s channels. As consideration, the Company issued 385,107 shares of common stock at a grant-date fair value of $ 7.50 per share (aggregate equity fair value: $ 2,888,303 ), representing a total equity commitment of $ 3,000,000 . The share-based consideration is accounted for as payment for distinct marketing, distribution, and related services under ASC 718. The total consideration, including the equity component and the initial fair value of the make-whole provision at grant date, was $ 4,970,835 . The Company recorded a prepaid asset equal to the fair value of consideration provided, amortized on a straight-line basis over the three-year term. For the three months ended March 31, 2026, the Company recognized $ 408,460 of marketing expense, representing quarterly amortization. As of March 31, 2026, the prepaid balance was $ 4,371,713 , of which $ 1,656,984 is classified as current and $ 2,714,729 as non-current. The agreement includes a 15-month make-whole provision; accordingly, the award is liability-classified under ASC 718. See Note 8 for the fair value detail and Monte Carlo assumptions. Buffalo Sports Properties / Learfield — University of Colorado Effective December 3, 2025, the Company entered into a three-year Marketing and Sponsorship Agreement with Buffalo Sports Properties, LLC and Learfield (the “Provider”) for the University of Colorado athletic program. Under the agreement, the Company receives sponsorship, media, and NIL marketing benefits in exchange for a combination of cash and equity consideration. The Provider is considered the Company’s customer under ASC 606; revenue is recognized upon delivery of sponsorship and marketing benefits over the term. As consideration, the Company agreed to pay $ 550,000 per year over the three-year term, consisting of $ 350,000 per year in common stock (total equity commitment: $ 1,050,000 ) and $ 200,000 per year in cash (total cash: $ 537,931 ). On December 12, 2025, the Company issued 193,036 shares of common stock at $ 6.68 per share (grant date: December 3, 2025; aggregate equity fair value: $ 1,289,480 ). The equity component is accounted for as payment for distinct sponsorship, media, and marketing services under ASC 718. The total consideration, including the equity component and the initial fair value of the make-whole provision, was $ 2,014,433 . The Company recorded a prepaid asset equal to the fair value of consideration provided, amortized on a straight-line basis over the three-year term. For the three months ended March 31, 2026, the Company recognized $ 165,568 of marketing expense, representing quarterly amortization. As of March 31, 2026, the prepaid balance was $ 1,797,329 , of which $ 671,469 is classified as current and $ 1,125,860 as non-current. The agreement includes an 18-month make-whole provision (through June 12, 2027), under which the Company is required to issue additional shares or cash if the fair value of shares delivered falls below the guaranteed amount; accordingly, the award is liability-classified under ASC 718. See Note 8 for the fair value detail and Monte Carlo assumptions. 18 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Athlete Capital Sports Effective March 12, 2026, the Company entered into a consulting agreement with Athlete Capital Sports LLC pursuant to which the Company is required to issue shares with an aggregate value of $ 3,000,000 in exchange for consulting services to be provided over a three-year term. As the arrangement represents a binding obligation and the related services are to be received over the contractual term, the Company recorded a prepaid consulting asset with a corresponding stock payable, and will amortize the prepaid balance over the service period. For the period from March 12, 2026 through March 31, 2026, the Company recognized $ 52,055 as consulting expense, with the remaining balance of $ 2,947,945 recorded as prepaid expense as of March 31, 2026. Although the agreement includes a make-whole provision that may result in variability in settlement, no shares had been issued as of March 31, 2026 and therefore no equity instrument or share-based liability existed as of the reporting date. Learfield College LLC Effective January 26, 2026, the Company entered into a Marketing and Sponsorship Agreement with Learfield pursuant to which the Company is required to issue shares with a value of $ 100,000 as consideration for marketing services to be provided during the first contract year ending June 30, 2026. As the arrangement represents a binding obligation and the related services are to be received over the contractual service period, the Company recorded a prepaid marketing asset with a corresponding stock payable liability, and will amortize the prepaid balance over the service period. For the period from January 26, 2026 through March 31, 2026, the Company recognized $ 40,000 of marketing expense, with the remaining balance of $ 60,000 recorded as prepaid expense as of March 31, 2026. Although the agreement includes a make-whole provision that may result in variability in settlement, no shares had been issued as of March 31, 2026 and therefore no make-whole adjustment or share-based liability was recognized as of the reporting date. Other Marketing Agreements MavDB Consulting LLC In January 2025, the Company entered into a two-year marketing services agreement with MavDB Consulting LLC for content production, social media marketing, student athlete engagement, and event staffing. The consideration was satisfied through the issuance of 2,068,965 pre-funded warrants with an aggregate fair value of $ 2,689,656 , accounted for as share-based consideration for marketing and advisory services. The warrants are equity-classified with no make-whole provision. The Company recognized $ 332,056 of marketing expense for the three months ended March 31, 2026, representing quarterly amortization over the two-year term. As of March 31, 2026, the prepaid balance was $ 1,096,480 , classified as current. Other Costs associated with all cash-based agreements are recognized as prepaid assets and expensed over the respective contractual service periods. 19 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Summary of Consideration and Prepaid Balances The following table summarizes the consideration provided under each agreement and the resulting prepaid marketing balances as of March 31, 2026: SCHEDULE OF CONSIDERATION AND PREPAID BALANCES Consideration Agreement Term March 31, December 31, Agreement Type Amount (Years) 2026 2025 MavDB (Jan 2025) PFW* $ 2,689,656 2 $ 1,096,480 $ 1,420,463 Traffic Holdco Shares + MW** 13,023,328 3 9,955,453 11,025,228 AAA Tuscaloosa Shares + MW 4,341,104 3 3,318,326 3,675,072 Grove Shares + MW 4,970,835 3 4,371,713 4,780,173 Learfield Shares + MW 2,014,433 3 1,797,329 1,962,551 Vanderbilt Shares 100,000 0.41 60,000 - Athlete Shares 3,000,000 3 2,947,945 - $ 30,139,356 $ 23,547,246 $ 22,863,487 * PFW = pre-funded warrants, equity-classified with no make-whole provision. ** Shares + MW = common stock issued plus a make-whole provision guaranteeing the counterparty a minimum aggregate share value. The make-whole creates a liability-classified share-based award under ASC 718, measured at fair value via Monte Carlo simulation. See Note 8. The Company’s collegiate apparel and marketing agreements include make-whole provisions under which the Company may be required to deliver additional shares or cash to satisfy guaranteed value commitments. Because the settlement value may vary based on the Company’s stock price, these arrangements are classified as liability-classified share-based payment awards under ASC 718 and are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. SCHEDULE OF DISAGGREGATES TOTAL CONSIDERATION FOR SHARE BASED AGREEMENTS FV at 12/31/25 FV at 03/31/26 FV Change Traffic Holdco $ 5,390,539 $ 7,537,074 $ 2,146,535 AAA Tuscaloosa 1,813,512 2,512,417 698,905 Grove 1,635,666 2,413,396 777,730 Learfield 565,982 - 248,284 $ 9,405,699 $ 12,462,887 $ 3,871,454 As of March 31, 2026, the aggregate fair value of the Company’s share-based payment liabilities related to make-whole provisions was $ 12,462,887 . During the three months ended March 31, 2026, the Company recognized a fair value loss of $ 3,871,454 related to the remeasurement of these liabilities, including a remeasurement loss of $ 248,284 associated with the Buffalo Sport Properties/Learfield arrangement, primarily attributable to changes in the Company’s stock price and other valuation assumptions utilized in the Monte Carlo simulation model. As of March 31, 2026, share-based payment liabilities of $ 814,266 related to the Buffalo Sport Properties/Learfield arrangement were reclassified to additional paid-in capital upon settlement in equity. Classification and Future Amortization Prepaid marketing expenses are classified as current or non-current based on the portion of each agreement expected to be amortized within the next twelve months from the balance sheet date. Current prepaid balances represent the pro-rata share of total consideration allocable to services to be received in the twelve months ending March 31, 2027. Non-current prepaid balances represent the remaining unamortized consideration allocable to periods beyond March 31, 2027. Total prepaid marketing expenses recognized during the three months ended March 31, 2026 was $ 2,424,314 . Estimated future amortization of prepaid marketing expenses as of March 31, 2026 is as follows: SCHEDULE OF AMORTIZATION OF PREPAID MARKETING EXPENSES March 31, Amount 2026 $ 10,273,379 2027 7,293,092 2028 5,980,775 Prepaid marketing expenses $ 23,547,246 NOTE 5: DUE FROM FACTOR The Company, via its subsidiaries, Bailey, Stateside and Sundry, assigns a portion of its trade accounts receivable to third-party factoring companies, who assumes the credit risk with respect to the collection of non-recourse accounts receivable. The Company may request advances on the net sales factored at any time before their maturity date. The factor charges a commission on the net sales factored for credit and collection services. For one factoring company, interest on advances is charged as of the last day of each month at a rate equal to the LIBOR rate plus 2.5 % for Bailey. For Stateside and Sundry, should total commission and fees payable be less than $ 30,000 in a single year, then the factor shall charge the difference between the actual fees in said year and $ 30,000 to the Company. Interest on advances is charged as of the last day of each month at a rate equal to the greater of either, (a) the Chase Prime Rate + ( 2.0 )% or (b) ( 4.0 )% per annum. For another factoring company, interest is charged at 1/33 of 1 per day, which rate will increase or decrease in accordance with changes in the “Prime Rate”, which such prime rate to be deemed to be 4.25 % on the date of the agreement. Advances are collateralized by a security interest in substantially all of the companies’ assets. Due to/from factor consist of the following: SCHEDULE OF DUE TO/ FROM FACTOR March 31, December 31, 2026 2025 Outstanding receivables: Without recourse $ 173,308 $ 283,849 With recourse 3,951 13,920 Matured funds and deposits 65,337 61,838 Advances ( 54,170 ) ( 86,170 ) Credits due customers - - Due from factor, net $ 188,426 $ 273,437 20 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 6: GOODWILL AND INTANGIBLE ASSETS Goodwill The Company recorded goodwill from each of its business combinations. The following is a summary of goodwill by entity as of March 31, 2026, and December 31, 2025: SCHEDULE OF GOODWILL BY ENTITY March 31, December 31, 2026 2025 Bailey $ 2,077,123 $ 2,077,123 Sundry 3,711,322 3,711,322 Goodwill $ 5,788,445 $ 5,788,445 Intangible Assets The following table summarizes information relating to the Company’s identifiable intangible assets as of March 31, 2026: SCHEDULE OF INFORMATION RELATING TO THE COMPANY’S IDENTIFIABLE INTANGIBLE ASSETS March 31, 2026 Gross Accumulated Carrying Amount Impairment Amortization Value Amortized: Customer relationships $ 8,634,560 $ - $ ( 8,634,560 ) $ - Technology asset 1,301,491 - ( 141,356 ) 1,160,135 $ 9,936,051 $ - $ ( 8,775,916 ) $ 1,160,135 Indefinite-lived: Brand name 3,193,380 - - 3,193,380 Total $ 13,129,431 $ - $ ( 8,775,916 ) $ 4,353,515 December 31, 2025 Gross Accumulated Carrying Amount Impairment Amortization Value Amortized: Customer relationships $ 8,634,560 $ - $ ( 8,634,560 ) $ - Technology asset 2,948,275 ( 1,228,448 ) ( 418,336 ) 1,301,491 $ 11,582,835 $ ( 1,228,448 ) $ ( 9,052,896 ) $ 1,301,491 Indefinite-lived: Brand name 4,453,880 ( 1,260,500 ) - 3,193,380 Total $ 16,036,715 $ ( 2,488,948 ) $ ( 9,052,896 ) $ 4,494,871 On April 1, 2025, the Company entered into an Asset Purchase Agreement (the “Open Daily APA”) with Open Daily Technologies Inc. (“Open Daily”). Pursuant to the terms of the Open Daily APA, the Company agreed to purchase, and Open Daily agreed to sell certain intellectual property owned by Open Daily, including, but not limited to, patent applications, trademarks, and software products and platforms (the “Open Daily Assets”), but not any liability or obligation of Open Daily in connection with the Company’s purchase of the Open Daily Assets, in exchange for the issuance by the Company of 344,827 shares of the Company’s common stock (the “Open Daily Acquisition”). The technology asset acquired from Open Daily Technologies Inc. was placed in service during 2025 and is being amortized on a straight-line basis over its estimated useful life. The Company recorded amortization expense of $ 141,356 and $ 416,540 during the three months ended March 31, 2026 and 2025, respectively, which is included in general and administrative expenses in the consolidated statements of operations 21 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 7: LIABILITIES AND DEBT Accrued Expenses and Other Liabilities The Company accrued expenses and other liabilities line in the consolidated balance sheets is comprised of the following as of March 31, 2026 and December 31, 2025: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December 31, 2026 2025 Accrued expenses $ 591,371 $ 591,371 Payroll related liabilities 4,750,738 4,646,647 Sales tax liability 142,136 158,571 Other liabilities 164,902 164,902 Accrued expenses and other liabilities $ 5,649,147 $ 5,561,491 Payroll related liabilities are primarily related to overdue payroll taxes due to be remitted to federal and state authorities by the parent company (Digital Brands Group, Inc.) and Bailey. Accrued interest payable of $ 2,911,332 as of March 31, 2026 (December 31, 2025: $ 2,787,506 ) relates primarily to unpaid interest on the Bailey sellers’ promissory note and is presented separately on the consolidated balance sheet. Debt The following table summarizes the Company’s outstanding debt obligations as of March 31, 2026 and December 31, 2025: SCHEDULE OF OUTSTANDING DEBT OBLIGATIONS March 31, December 31, 2026 2025 Current: Advantage Capital (merchant cash advance) $ 1,351,159 $ 1,483,159 Sunnyside Shopify loan, net of discount 40,749 58,296 B44 PPP note payable 933,294 933,294 Promissory note payable, net 3,500,000 3,500,000 Sunnyside Motor loan 81,686 - Notes payable 150,000 150,000 Total debt $ 6,056,888 $ 6,124,749 Non-current: Notes payable (long-term) - - Total non-current debt - - Total debt $ 6,056,888 $ 6,124,749 Loan Payable — PPP and SBA Loan In April 2022, Bailey received notification of full forgiveness of its second SBA Paycheck Protection Program (“PPP”) loan totaling $ 1,347,050 and partial forgiveness of its first PPP loan totaling $ 413,705 . As of March 31, 2026 and December 31, 2025, Bailey had an outstanding PPP loan balance of $ 933,294 , classified as current. The loan matures in April 2026 . No additional forgiveness was recognized during 2025. In June 2020, the Company received a SBA loan in the principal amount of $ 150,000 , bearing interest at a rate of 3.75 % per annum. As of March 31, 2026 and December 31, 2025, the Company maintained an outstanding balance of $ 150,000 on this loan. The loan matures in April 2050 . The Company’s Sunnyside subsidiary maintains a Shopify Capital loan with an outstanding balance of $ 40,749 and $ 58,296 as of March 31, 2026 and December 31, 2025, respectively, classified as current. In January 2026, the Company’s subsidiary availed a motor loan with an outstanding balance of $ 81,686 as of March 31, 2026. Merchant Advances Future Sales Receipts From 2022 through 2024, the Company obtained several merchant advances. These advances are, for the most part, secured by expected future sales transactions of the Company with expected payments on a weekly basis. The Company made total cash repayments, pertaining to principal and interest, of $ 132,000 for the three months ended March 31, 2026. 22 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The following is a summary of the merchant advances as of March 31, 2026 and December 31, 2025: SCHEDULE OF MERCHANT ADVANCES March 31, December 31, 2026 2025 Principal $ 1,351,159 $ 1,483,159 Less: unamortized debt discount - - Merchant cash advances, net $ 1,351,159 $ 1,483,159 Promissory Note Payable As of March 31, 2026 and December 31, 2025, the outstanding principal on the note payable to the sellers of Bailey 44, LLC was $ 3,500,000 . The note bears interest at 12 % per annum, payable quarterly. Interest expense was $ 105,000 for the three months ended March 31, 2026 ($ 105,000 per quarter). Accrued and unpaid interest was $ 2,911,332 as of March 31, 2026, recorded separately as accrued interest payable on the Consolidated Balance Sheet. The note matured on December 8, 2025. As of March 31, 2026, the note has not been repaid and is in technical default. The Company is currently in discussions with the lender regarding repayment, extension, or refinancing of the obligation. Management has not identified any cross-default provisions in other material agreements that would be triggered by this default. This default has been considered in the Company’s going concern assessment. As of March 31, 2026, the note remains outstanding and unpaid. The Company continues to accrue interest at the contractual rate of 12 % per annum. No formal acceleration notice has been received from the lender as of the date these financial statements were available to be issued. NOTE 8: SHARE-BASED PAYMENT LIABILITY The Company’s collegiate apparel agreements (AAA Tuscaloosa, Traffic Holdco, Grove Collective, Buffalo Sports / Learfield – see Note 4) include make-whole provisions under which the Company is required to deliver a guaranteed aggregate dollar value through a variable number of common shares. Because the number of shares required for settlement varies based on the Company’s stock price, these arrangements are classified as liability-classified share-based payment awards under ASC 718. At inception, the Company measures the liability at fair value using a Monte Carlo simulation model, with a corresponding prepaid marketing asset recognized. The liability is remeasured at fair value at each subsequent reporting date, with changes recognized in earnings. The prepaid marketing asset is amortized on a straight-line basis over the contractual service period. See Note 4 for prepaid marketing balances. The share-based payment liability is classified within Level 2 of the fair value hierarchy under ASC 820. The primary inputs to the Monte Carlo simulation model — including the Company’s stock price, risk-free interest rate, and contractual term — are observable market inputs. Accordingly, the Company classifies these liabilities as Level 2. There were no transfers between levels during the three months ended March 31, 2026. The following assumptions were used in the Monte Carlo simulation model at remeasurement as of March 31, 2026 of each make-whole liability: SCHEDULE OF ASSUMPTIONS WERE USED IN SHARE BASED PAYMENT LIABILITY At Remeasurement (March 31, 2026) Stock Price Strike Price Term (Yrs) Volatility Risk-Free Rate Fair Value per Share Total Fair Value Traffic Holdco $ 1.80 $ 10.50 0.95 171 % 3.61 % $ 8.79 $ 7,537,074 AAA Tuscaloosa $ 1.80 $ 10.50 0.97 171 % 3.61 % $ 8.79 2,512,417 Grove $ 1.80 $ 7.79 0.95 171 % 3.61 % $ 6.27 2,413,396 $ 12,462,887 The fair value of share based payment liability for buffalo Sports/Learfield agreement is $ 0 as of March 31, 2026. Volatility was estimated based on the historical stock price of the Company over the applicable measurement period. The risk-free rate is based on the U.S. Treasury yield curve for the instrument’s remaining term as of the measurement date. The strike price represents the minimum guaranteed aggregate value per the respective agreement divided by the number of shares issued. 23 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The following is a summary of activity of the share-based payment liability for the three months ended March 31, 2026: SCHEDULE OF ACTIVITY OF SHARE BASED PAYMENT LIABILITY Share-Based Payment Liability Balance, December 31, 2025 $ 9,405,699 Initial recognition - make-whole provisions - Change in fair value 3,871,454 Reclassification to equity ( 814,266 ) Balance, March 31, 2026 $ 12,462,887 There were no transfers between levels during the three months ended March 31, 2026. NOTE 9: STOCKHOLDERS’ EQUITY Amendments to Certificate of Incorporation and Reincorporation On August 21, 2023, the Board of Directors approved a 1-for-25 reverse stock split, effective August 22, 2023. On December 11, 2024, the Board approved a 1-for-50 reverse stock split, effective December 11, 2024. All share and per share amounts for all periods presented have been retroactively adjusted to reflect both reverse stock splits. Effective December 29, 2025, the Company reincorporated from the State of Nevada to the State of Nevada pursuant to a plan of conversion approved by the Board of Directors. The reincorporation did not affect the Company’s authorized capital structure, par values, or outstanding equity. Common Stock As of March 31, 2026, the Company had 1,000,000,000 shares of common stock, $ 0.0001 par value per share, authorized. Common stockholders have voting rights of one vote per share. The voting, dividend, and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of preferred stockholders. 2026 Transactions During the three months ended March 31, 2026, the Company issued 1,275,577 shares of common stock upon the exercise of pre-funded warrants previously issued in connection with a January 2025 marketing services agreement. In February 2026, the Company issued 563,284 shares of common stock upon the conversion of 1,250 shares of Series D Preferred Stock. During the three months ended March 31, 2026, the Company issued 4,464,604 shares of common stock upon the exercise of common stock purchase warrants originally issued in connection with the February 2025 Offering, including 2,365,968 shares issued pursuant to warrant exchange agreements entered into on February 16, 2026. During April and May 2026, certain holders exercised an aggregate of 3,679,905 common stock purchase warrants at an exercise price of $ 0.66 per share. The cash proceeds from these exercises had been received by the Company prior to March 31, 2026 and were initially recorded within stock payable pending completion of the exercise mechanics. As of March 31, 2026, the Company had received irrevocable notices of exercise and the corresponding cash proceeds in full, with no remaining conditions to issuance other than the ministerial act of delivering the shares through the Company’s transfer agent. Because the warrants had been validly exercised and the Company had a non-contingent obligation to issue a fixed number of shares as of the balance sheet date, the related amounts were reclassified from stock payable to common stock to be issued within stockholders’ equity in the accompanying condensed consolidated balance sheet as of March 31, 2026, in accordance with ASC 505-10. The underlying shares were subsequently issued during April and May 2026. 24 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Stock Payable As of March 31, 2026, stock payable of $ 5,227,035 represents amounts received in connection with common stock issuances for which the underlying shares had not yet been issued as of the reporting date. The balance primarily relates to warrant exercises for which proceeds had been received and recorded within stock payable pending issuance of the related shares of common stock. During the three months ended March 31, 2026, the Company issued shares related to the exercise of 1,162,452 warrants for which the cash proceeds had been previously recorded within stock payable, and accordingly reclassified the corresponding balances from stock payable to common stock and additional paid-in capital within stockholders’ equity. In addition, during the three months ended March 31, 2026, the Company received approximately $ 264,000 of proceeds related to shares issued during 2025, which had been previously reflected through stock payable and stockholders’ equity adjustments. During April and May 2026, certain holders exercised 3,679,905 common stock purchase warrants at an exercise price of $ 0.66 per share, resulting in the issuance of shares of the Company’s common stock. The related proceeds had been previously received and recorded within stock payable and subsequently reclassified to common stock to be issued as of March 31, 2026. The stock payable balance also includes obligations to issue shares under certain marketing and consulting agreements entered into during the three months ended March 31, 2026, including arrangements for which corresponding prepaid marketing and consulting assets were recognized. Upon issuance of the related shares of common stock, the associated balances will be reclassified from stock payable to stockholders’ equity. Series A Convertible Preferred Stock On September 29, 2022, the Company designated up to 6,800 shares of Series A Convertible Preferred Stock, par value $ 0.0001 , with a stated value of $ 1,000 per share. Each share of Series A Preferred Stock is convertible at the holder’s option into a number of shares of common stock determined by dividing the stated value ($ 1,000 ) by the conversion price of $ 9.30 (the closing price on September 29, 2022). Series A holders are entitled to vote with the holders of common stock on an as-converted basis. Series A Preferred Stock ranks senior to common stock and junior to Senior Securities as to dividends and liquidation. As of March 31, 2026 and December 31, 2025, there were 6,300 shares of Series A Convertible Preferred Stock issued and outstanding, with an aggregate liquidation preference of $ 6,300,000 . Series C Convertible Preferred Stock On June 21, 2023, the Company issued 5,761 shares of Series C Convertible Preferred Stock, par value $ 0.0001 , with a stated value of $ 1,000 per share, to the Sundry sellers in exchange for cancellation of promissory notes issued in December 2022. Each share of Series C Preferred Stock is convertible at the holder’s option into common stock at a conversion price of $ 896.25 per share (the lower of the closing price on June 20, 2023 and the five-day average preceding the issuance date). The Company may redeem all or any portion of the outstanding Series C shares at 112% of the then-current stated value at any time after June 21, 2023, provided an effective registration statement is in place. Series C holders are entitled to vote with common stockholders on an as-converted basis. Series C ranks pari passu with Series A and senior to common stock. As of March 31, 2026 and December 31, 2025, there were 1,344 shares of Series C Convertible Preferred Stock issued and outstanding, with an aggregate liquidation preference of $ 1,344,000 . 25 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Series D Convertible Preferred Stock 2026 Transactions In February 2026, holders of the Company’s Series D Preferred Stock converted an aggregate of 1,250 shares of Series D Preferred Stock with an aggregate stated value of $ 1,437,501 into 563,284 shares of the Company’s common stock at a conversion price of $ 2.552 per share. No accrued or unpaid dividends were included in the conversion amount. Upon conversion, the carrying value of the converted Series D Preferred Stock was reclassified to common stock and additional paid-in capital within stockholders’ equity. As of March 31, 2026, there were 14,656 shares of Series D Convertible Preferred Stock issued and outstanding. Conversion: Each share of Series D Preferred Stock is convertible at the holder’s option into common stock at a price equal to 80% of the lowest closing price of the Company’s common stock for the five trading days immediately preceding the conversion date, subject to beneficial ownership limitations of 4.99% (adjustable to 9.99%) . Dividends: Series D holders are entitled to receive dividends equal (on an as-converted basis) to dividends paid on common stock, when and if declared. No dividends have been declared or paid. Voting: Series D holders vote with holders of common stock on an as-converted basis, subject to ownership limitations. Liquidation Preference: Series D ranks senior to common stock and Junior Securities, pari passu with Series A and Series C, and junior to Senior Securities. Upon liquidation, each Series D holder is entitled to receive the greater of: (i) the stated value plus accrued dividends, or (ii) the amount such holder would receive if Series D were converted to common stock immediately prior to such liquidation. As of March 31, 2026, the aggregate liquidation preference of the Series D Preferred Stock was approximately $ 14,656,250 . Under ASC 480-10-S99-3A, the Company evaluated whether the Series D should be classified as temporary equity. Because there are no redemption features exercisable at the option of the holder or upon the occurrence of events not solely within the Company’s control, the Series D Preferred Stock does not meet the criteria for temporary equity classification. Accordingly, the Series D is classified as permanent equity in the Consolidated Balance Sheets. Liquidation Preferences As of March 31, 2026, the aggregate liquidation preferences of the Company’s preferred stock were as follows: SCHEDULE OF LIQUIDATION PREFERENCE Series Liquidation Preference Series A Convertible Preferred Stock $ 6,300,000 Series C Convertible Preferred Stock 1,344,000 Series D Convertible Preferred Stock 14,656,250 Total $ 22,300,250 NOTE 10: WARRANTS AND STOCK OPTIONS Common Stock Warrants A summary of common stock warrant activity for the three months ended March 31, 2026 is as follows: SCHEDULE OF INFORMATION RELATED TO COMMON STOCK WARRANTS Common Weighted Stock Average Warrants Exercise Price Outstanding - December 31, 2025 31,111,481 $ 1.13 Granted 9,634,032 0.66 Exercised ( 5,740,181 ) 0.52 Forfeited ( 17,071,076 ) 0.66 Outstanding - March 31, 2026 17,934,256 $ 1.66 Exercisable at December 31, 2025 31,111,481 $ 1.13 Exercisable at March 31, 2026 17,934,256 $ 1.66 26 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 Warrant Transactions MavDB Consulting LLC Pre-Funded Warrants During the three months ended March 31, 2026, holders of certain pre-funded warrants previously issued to MavDB Consulting LLC exercised 1,275,577 pre-funded warrants at an exercise price of $ 0.0001 per share. The warrants were originally issued on January 21, 2025 in connection with a marketing services agreement and were recorded as a prepaid marketing asset at fair value upon issuance. Upon exercise, the Company issued the related shares of common stock and reclassified the related balance from stock payable to common stock and additional paid-in capital within stockholders’ equity. February 2025 Offering Warrants During the three months ended March 31, 2026, holders exercised an aggregate of 4,464,604 common stock purchase warrants originally issued in connection with the February 2025 Offering at an exercise price of $ 0.66 per share, which amount includes 2,365,968 warrants exercised pursuant to warrant exchange agreements entered into on February 16, 2026. Of the total warrant exercises during the quarter, 284,604 warrants were exercised for aggregate cash proceeds of approximately $ 187,383 , and the related shares of common stock were issued during the quarter. The remaining exercised warrants related to amounts for which proceeds had been received and recorded within stock payable as of December 31, 2025, including approximately $ 1.56 million associated with the February 16, 2026 warrant exchange transactions, and upon issuance of the related shares of common stock, the Company reclassified the corresponding balances from stock payable to common stock and additional paid-in capital within stockholders’ equity. During the three months ended March 31, 2026, an aggregate of 7,437,044 common stock purchase warrants issued in connection with the February 2025 Offering, which were previously unexercised, had expired. On February 16, 2026, the Company entered into warrant inducement agreements with certain existing holders of common stock purchase warrants previously issued in connection with the Company’s February 2025 financing. Pursuant to the agreements, the holders exercised an aggregate of 2,365,968 existing warrants at an exercise price of $ 0.66 per share. In consideration for such exercises, the Company agreed to issue 9,634,032 modified common stock purchase warrants with substantially similar terms to the original warrants, except that the expiration date was extended to June 17, 2026. To the extent a holder would have exceeded applicable beneficial ownership limitations, pre-funded warrants were issued in lieu of common stock purchase warrants. The Company evaluated the transaction in accordance with the accounting guidance applicable to modifications and inducements of freestanding equity-classified warrants. The Company concluded that the modified warrants substantially represent a continuation and extension of the existing warrants rather than the issuance of entirely new freestanding instruments, as the exercise price and underlying economics remained substantially unchanged and the primary modification related to the extension of the contractual term. The Company further evaluated the accounting impact of the transaction, including the shares issued upon exercise, cash proceeds received, and the modification of the warrant terms. Based on such evaluation, the Company concluded that any accounting impact associated with the warrant modification represents an equity-classified financing-related adjustment within additional paid-in capital and therefore did not result in recognition of an operating expense in the accompanying condensed consolidated financial statements for the three months ended March 31, 2026 Stock Options As of March 31, 2026 and December 31, 2025, the Company had 31 stock options outstanding with a weighted average exercise price of $ 452,500 per share. All outstanding options are exercisable. No options were granted, exercised, or forfeited during the three months ended March 31, 2026. There was no stock-based compensation expense for the three months ended March 31, 2026 or 2025. There is no unrecognized compensation cost related to outstanding stock options as of March 31, 2026. The 2020 Omnibus Incentive Stock Plan (the “2020 Plan”) authorizes an aggregate of 26 shares of common stock for awards. As of March 31, 2026, grants covering 22 shares have been made and 4 shares remain available for future issuance under the 2020 Plan. 27 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 11: RELATED PARTY TRANSACTIONS As of both March 31, 2026 and December 31, 2025, amounts due to related parties was $ 370,921 and $ 370,921 , respectively. The advances are unsecured, non-interest bearing and due on demand. Amounts due to related parties consist of amounts due to current and former executives, and a board member. As of both March 31, 2026 and December 31, 2025, due to related parties includes $ 87,222 in advances from Mark Lynn, a director and former officer of the company, and accrued salary and expense reimbursements of $ 134,699 to current officers of the company. In October 2022, the Company received advances from a director, Trevor Pettennude, totaling $ 325,000 . The advances are unsecured, non-interest bearing and due on demand. As of both March 31, 2026 and December 31, 2025, $ 149,000 and $ 149,000 , respectively, was outstanding. NOTE 12: LEASE OBLIGATIONS Management uses judgment in determining lease classification, including determination of the economic life and the fair market value of the identified asset. The fair market value of the identified asset is generally estimated based on comparable market data provided by third-party sources. In January 2026, the Company entered into a lease agreement extension for its distribution center in Round Rock, Texas that expires on June 30, 2033. The lease provides for initial monthly base rent payments of $ 45,627 , which increase annually each July in accordance with the terms of the agreement. The Company recognized a right of use asset of $ 4,193,060 and lease liability of $ 4,120,769 using a discount rate of 10.0 %. The following is a summary of operating lease assets and liabilities: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES March 31, Operating leases 2026 Assets ROU operating lease assets $ 4,123,037 Liabilities Current portion of operating lease - Non-current portion of lease liability 4,189,735 Total operating lease liabilities $ 4,189,735 March 31, Operating leases 2026 Weighted average remaining lease term (years) 7.25 Weighted average discount rate 10.00 % SUMMARY OF OPERATING LEASE OBLIGATIONS March 31, 2026 Future minimum payments 6,112,709 Less imputed interest ( 1,922,974 ) Total lease obligations $ 4,189,735 28 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 NOTE 13: CONTINGENCIES Marketing Agreement Commitments The Company has entered into multi-year marketing and sponsorship agreements with AAA Tuscaloosa, LLC, Traffic Holdco, LLC, The Grove Collective, LLC, and Athlete Sports Capital and Vanderbilt, each of which includes equity and, in some cases, cash commitments over three-year terms. Certain of these agreements include make-whole provisions under which the Company may be required to issue additional shares or cash if the fair value of shares delivered falls below the guaranteed commitment during the protection period. These arrangements are accounted for as liability-classified share-based payment awards; the related liabilities are measured at fair value at each reporting date using Monte Carlo simulation models. See Note 4 for the prepaid marketing balances and Note 8 for the fair value of those liabilities as of March 31, 2026. Legal Contingencies ● In June 2022, a dispute originated due to a contractual arrangement involving alleged unpaid service fees of approximately $ 28,000 , as well as additional disputed amounts, and counterclaims asserted by the Company for damages arising from website-related issues. A default judgment of approximately $ 28,000 was entered against the Company in January 2025. The Company is currently challenging the judgment and has initiated a new action reasserting its claims. ● On March 20, 2024, a former temporary worker engaged through a third-party placement agency, who was never an employee of the Company, filed a wrongful termination lawsuit against the Company. The Company is disputing this claim. The matter is scheduled for arbitration this fall. ● On April 17, 2024, a former employee filed a wrongful termination lawsuit against the Company. The employee was part of the marketing team, which was fully transitioned to a third-party outsourced marketing solution. The Company disputed the claim and initially pursued arbitration; however, the matter was settled in May 2025 for a payment by the company of $ 81,000 . Of this amount, $ 41,000 was paid in June 2025, with the remaining $ 40,000 to be paid in three equal installments of $ 13,000 in July, August 2025, and September 2025. ● In June 2021, a vendor filed a lawsuit against Bailey related to a retail store lease in the amount of $ 1,500,000 . The Company is disputing the claim for damages and the matter is ongoing. The vendor has recently updated the claim to now be $ 450,968 after signing a long-term lease with another brand for this location. The Company is disputing this new amount after review of the lease. In the summer of 2024, Century City Mall, LLC obtained a judgment against Bailey 44, LLC in the amount of approximately $ 1.4 million, inclusive of both damages for unpaid rent and attorney fees and costs. This amount is included within the liabilities of Bailey 44, LLC in these accompanying financial statements. In this action, Century City Mall is attempting to hold Digital liable for the judgment against Bailey 44 on the theory that Digital is Bailey 44’s “alter ego.” The case is set for trial on July 21, 2026. The Company is unable to weigh in on the likely outcome of the case but will vigorously defend. ● On November 15, 2023, a vendor, Simon Showroom, filed a lawsuit against the company related to trade payables totaling approximately $ 582,208 , representing “double damages,” while the actual amount due to the vendor was $ 292,604 . The case was settled in full on December 10, 2024, for a total settlement amount of $ 400,000 . As part of the settlement, the Company paid $ 50,000 in December 2024, followed by a $ 60,000 payment in February 2025. As of March 31, 2026, the Company had an outstanding balance of $ 130,000 remaining, with monthly payments of $ 30,000 being made under the terms of the settlement agreement. All claims above, to the extent management believes it will be liable, have been included in accounts payable and accrued expenses and other liabilities in the accompanying consolidated balance sheet as of March 31, 2026. Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition. Except as may be set forth above the Company is not a party to any legal proceedings, and the Company is not aware of any claims or actions pending or threatened against us. In the future, the Company might from time to time become involved in litigation relating to claims arising from its ordinary course of business, the resolution of which the Company does not anticipate would have a material adverse impact on our financial position, results of operations or cash flows. NOTE 14: INCOME TAXES The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the fiscal three month periods ended March 31, 2026. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the fiscal three month period ended March 31, 2026. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due, cumulative losses through March 31, 2026, and no history of generating taxable income. NOTE 15: SEGMENT REPORTING The Company operates as a single 1 reportable segment — direct-to-consumer (“DTC”) fashion brands. The Company’s Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”). The CODM reviews consolidated financial results to evaluate performance, allocate resources, and make operating decisions for the Company as a whole. In accordance with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective for annual periods beginning after December 15, 2023, the Company is required to disclose significant segment expenses regularly provided to the CODM and included in the reported measure of segment profit or loss, even as a single reportable segment entity. 29 DIGITAL BRANDS GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 The CODM uses net loss as the measure of segment profit or loss to assess performance and allocate resources. The significant segment expenses regularly provided to the CODM are presented in the table below. SCHEDULE OF SIGNIFICANT SEGMENT EXPENSES 2026 2025 Three Months Ended March 31, 2026 2025 Revenue $ 1,315,984 $ 1,871,701 Significant segment expenses: Cost of net revenues 1,270,603 999,246 General and administrative 2,572,284 1,973,803 Sales and marketing 4,752,255 828,788 Distribution 139,974 66,424 Impairment of goodwill and intangible assets - - Total significant segment expenses 8,735,116 3,868,261 Other segment items (a) - - Other income (expense), net: Change in fair value of SBP liability ( 3,871,454 ) - Interest expense ( 123,826 ) ( 134,923 ) Other non-operating income (expenses) 22,379 41,573 Total other income (expense), net ( 3,972,901 ) ( 93,350 ) Income tax benefit (provision) - - Segment net loss (CODM measure) $ ( 11,392,033 ) $ ( 2,089,910 ) (a) Other segment items consists of change in fair value of contingent consideration, change in credit reserve, and other immaterial items not separately identified as significant segment expenses. Since the Company operates as a single reportable segment, there are no reconciling items between segment totals and consolidated totals. Total segment assets as of March 31, 2026 and 2025 were $ 47,319,165 and $ 44,489,380 , respectively, equal to total consolidated assets. All assets are attributable to the Company’s single operating segment. All revenues and long-lived assets are attributable to operations within the United States. No single customer accounted for more than 10 % of net revenues during either period presented NOTE 16: SUBSEQUENT EVENTS Warrant Exercise Amendments On April 14, 2026, the Company entered into Amendments (the “Amendments”) to those certain letter agreements originally dated February 16, 2026 with four existing holders (the “Holders”) of Common Share Purchase Warrants. Pursuant to the Amendments, the Holders collectively agreed to exercise an aggregate of 946,970 New Warrants at an exercise price of $ 0.66 per share on or prior to May 31, 2026. The Company expects to receive aggregate gross proceeds of approximately $ 2.5 million from these exercises. In connection with the Amendments, the Company also agreed to file a Registration Statement on Form S-3 to register the resale of the shares of common stock issuable upon exercise of the New Warrants within ten business days following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Issuance of Common stock Per Exercise of Warrants In April and May 2026, holders exercised 3,679,905 common stock purchase warrants at an exercise price of $ 0.66 per share. The related proceeds had been previously recorded within stock payable and were reclassified to common stock to be issued as of March 31, 2026. At-the-Market Offering On April 15, 2026, the Company entered into an At-the-Market Issuance Sales Agreement (the “ATM Agreement”) with Aegis Capital Corp., as sales agent, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 100.0 million. Sales under the ATM Agreement, if any, will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-291361), which was declared effective by the Securities and Exchange Commission on November 26, 2025, and the related prospectus supplement filed on April 15, 2026. The Company will pay the sales agent a commission equal to 2.0 % of the gross proceeds from any sales of common stock under the ATM Agreement. In accordance with General Instruction I.B.6 of Form S-3, so long as the aggregate market value of the Company’s common stock held by non-affiliates remains below $ 75.0 million, the Company may not sell, in any twelve-month period, securities with an aggregate market value exceeding one-third of such non-affiliate float. Marketing and Sponsorship Agreements In May 2026, the Company issued 940,439 shares of common stock to Athlete Capital Sports LLC pursuant to an agreement entered into on March 12, 2026, and issued 151,538 shares of common stock to Learfield Communications LLC pursuant to an agreement entered into on January 26, 2026, each in connection with marketing and sponsorship services. Florida State Collegiate Apparel Agreement On May 1, 2026, the Company entered into an Exclusive Private Label Manufacturing Agreement with The Battle’s End, LLC, the marketing agent for certain student-athletes attending Florida State University. The agreement has a three-year term, with the option to renew for successive one-year periods. Under the agreement, the Company is engaged as the exclusive manufacturer of private label apparel products bearing The Battle’s End’s logos and trademarks and Florida State University marks (excluding athletic jerseys), and The Battle’s End will utilize student-athletes for marketing and distribution as a licensee of the University. As partial consideration for the exclusive engagement, the Company agreed to issue to The Battle’s End $ 1,050,000 of the Company’s common stock, representing the entire stock consideration for the 3 three-year term, with the number of shares to be determined based on the five-day volume-weighted average price ending one day prior to issuance. The shares vest immediately upon issuance and are subject to a 15-month make-whole guarantee pursuant to which the Company will issue additional shares or cash if the share price declines, with any true-up to be delivered within 90 days following the first anniversary and, if applicable, the 15-month anniversary of the Effective Date. The Company has also agreed to use reasonable best efforts to file a registration statement with the SEC covering the resale of the shares within 45 days of the Effective Date. The shares issued will be accompanied by a proxy agreement assigning voting rights to the Company’s President, Hil Davis. If Florida State University-branded merchandise gross sales rank among the top four for any university-specific licensed merchandise in any calendar year during the term, the Company will issue an additional $ 500,000 of common stock to The Battle’s End. In addition to the stock consideration, the Company has agreed to invest $ 250,000 per year for three years in digital advertising, influencer marketing, and related expenses in support of the program. 30 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the historical financial statements of the relevant entities and the pro forma financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Unless otherwise indicated by the context, references to “DBG” refer to Digital Brands Group, Inc. solely, and references to “Digital Brands Group,” the “Company,” “our,” “we,” “us” and similar terms refer to Digital Brands Group, Inc., together with its wholly owned subsidiaries Bailey 44, LLC (“Bailey”), MOSBEST, LLC (“Stateside”) and Sunnyside (“Sundry”). Overview Our Company Digital Brands Group is a curated collection of lifestyle brands, including Bailey 44, 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 cohort. 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. Our portfolio consists of five significant brands that leverage our three channels: our websites, wholesale and license revenue. ● 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 brand, to which we recently added select wholesale retailers to generate brand awareness. ● Stateside is an elevated, America-first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los Angeles. The collection is influenced by the evolution of the classic T-shirt offering a simple yet elegant look. Stateside 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 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. ● Avo 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. 31 We believe that successful apparel brands sell in all revenue channels. However, each channel offers different margin structures and requires different customer acquisition and retention strategies. We were founded as a digital-first retailer that has strategically expanded into select wholesale and direct retail channels. We strive to strategically create omnichannel strategies for each of our brands that blend physical and online channels to engage consumers in the channel of their choosing. Our products are sold direct-to-consumers principally through our websites and our own showrooms, but also through our wholesale channel, primarily in specialty stores and select department stores. With the continued expansion of our wholesale distribution, we believe developing an omnichannel solution further strengthens our ability to efficiently acquire and retain customers, while also driving high customer lifetime value (“LTV”), which we define as an estimate of the average revenue that a customer will generate throughout their lifespan as our customer. This value/revenue of a customer helps us determine many economic decisions, such as marketing budgets per marketing channel, retention versus acquisition decisions, unit level economics, profitability and revenue forecasting. We believe that by leveraging a physical footprint to acquire customers and increase brand awareness, we can use digital marketing to focus on retention and a very tight, disciplined high value new customer acquisition strategy, especially targeting potential customers lower in the sales funnel. Building a direct relationship with the customer as the customer transacts directly with us allows us to better understand our customer’s preferences and shopping habits. Our substantial experience as a company originally founded as a digitally native-first retailer gives us the ability to strategically review and analyze the customer’s data, including contact information, browsing and shopping cart data, purchase history and style preferences. This in turn has the effect of lowering our inventory risk and cash needs since we can order and replenish product based on the data from our online sales history, replenish specific inventory by size, color and SKU based on real times sales data, and control our mark-down and promotional strategies versus being told what mark downs and promotions we have to offer by the department stores and boutique retailers. We define “closet share” as the percentage (“share”) of a customer’s clothing units that (“of closet”) she or he owns in her or his closet and the amount of those units that go to the brands that are selling these units. For example, if a customer buys 20 units of clothing a year and the brands that we own represent 10 of those units purchased, then our closet share is 50% of that customer’s closet, or 10 of our branded units divided by 20 units they purchased in the entirety. Closet share is a similar concept to the widely used term wallet share; it is just specific to the customer’s closet. The higher our closet share, the higher our revenue, as higher closet share suggests the customer is purchasing more of our brands than our competitors. We have strategically expanded into an omnichannel brand offering these styles and content not only online but at selected wholesale and retail storefronts. We believe this approach provides us opportunities to successfully drive LTV, while increasing new customer growth. Material Trends, Events and Uncertainties Supply Chain Disruptions We are subject to global supply chain disruptions, which may include longer lead times for raw fabrics, inbound shipping and longer production times. Supply chain issues have specifically impacted our brands as follows: ● Increased costs in raw materials from fabric prices, which have increased 10% to 100% depending on the fabric, the time of year, and the origin of the fabric, as well as where the fabric is being shipped; ● Increased cost per kilo to ship via sea or air, which has increased from 25% to 300% depending on the time of year and the country we are shipping from; ● Increased transit time via sea or air, which has increased by two weeks to two months; and ● Increased labor costs for producing the finished goods, which have increased 5% to 25% depending on the country and the labor skill required to produce the goods. We have been able to pass along some of these increased costs and also offset some of these increased costs with higher gross margin online revenue. 32 Seasonality 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. Substantial Indebtedness As of March 31, 2026, we had an aggregate principal amount of debt outstanding of approximately $6.4 million. We believe this amount of indebtedness may be considered significant for a company of our size and current revenue base. Our substantial debt could have important consequences to us. For example, it could: ● Make it more difficult for us to satisfy our obligations to the holders of our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness; ● Require us to dedicate a substantial portion of our cash flows from operations to make payments on our debt, which would reduce the availability of our cash flows from operations to fund working capital, capital expenditures or other general corporate purposes; ● Increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations; ● Place us at a competitive disadvantage to our competitors with proportionately less debt for their size; ● Limit our ability to refinance our existing indebtedness or borrow additional funds in the future; ● Limit our flexibility in planning for, or reacting to, changing conditions in our business; and ● Limit our ability to react to competitive pressures or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. We currently have $3.5 million in notes outstanding pursuant to our Bailey acquisition. However, we have recently generated cash flows through a private offering and have established business plans that we believe are sufficient to enable us to repay the outstanding notes, including principal, premium (if any), and interest on our indebtedness. In addition, while our ability to make scheduled payments or refinance obligations under our debt agreements remains subject to prevailing economic and competitive conditions—as well as the financial and business risks described herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025—we believe our current liquidity position and forward-looking strategies provide us with the necessary resources to meet these obligations as they come due. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures or planned growth objectives, seek to obtain additional equity capital or restructure our indebtedness. In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations. In addition, the recent worldwide credit crisis could make it more difficult for us to refinance our indebtedness on favorable terms, or at all. 33 In the absence of such operating results and resources, we may be required to dispose of material assets to meet our debt service obligations. We may not be able to consummate those sales, or, if we do, we will not control the timing of the sales or whether the proceeds that we realize will be adequate to meet debt service obligations when due. Performance Factors We believe that our future performance will depend on many factors, including the following: ● Ability to Increase Our Customer Base in both Online and Traditional Wholesale Distribution Channels. We are currently growing our customer base through both paid and organic online channels, as well as by expanding our presence in a variety of physical retail distribution channels. Online customer acquisitions typically occur at our direct websites for each brand. Our online customer acquisition strategies include paid and unpaid social media, search, display and traditional media. Our products for Bailey, DSTLD and Stateside are also sold through a growing number of physical retail channels, including specialty stores, department stores and online multi-brand platforms. ● Ability to Acquire Customers at a Reasonable Cost. We believe an ability to consistently acquire customers at a reasonable cost relative to customer retention rates, contribution margins and projected life-time value will be a key factor affecting future performance. To accomplish this goal, we intend to balance advertising spend between online and offline channels, as well as cross marketing and cross merchandising our portfolio brands and their respective products. We believe the ability to cross-merchandise products and cross-market brands, will decrease our customer acquisition costs while increasing the customer’s lifetime value and contribution margin. We will also balance marketing spend with advertising focused on creating emotional brand recognition, which we believe will represent a lower percentage of our spend. ● Ability to Drive Repeat Purchases and Customer Retention. We accrue substantial economic value and margin expansion from customer cohort retention and repeat purchases of our products on an annual basis. Our revenue growth rate and operating margin expansion will be affected by our customer cohort retention rates and the cohorts annual spend for both existing and newly acquired customers. ● Ability to Expand Our Product Lines. Our goal is to expand our product lines over time to increase our growth opportunity. Our customers’ annual spend and brand relevance will be driven by the cadence and success of new product launches. ● Ability to Expand Gross Margins. Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing and leveraging buying power of finished goods and shipping costs, as well as pricing power over time. ● Ability to Expand Operating Margins. Our ability to expand operating margins will be impacted by our ability to leverage (i) fixed general and administrative costs; (ii) variable sales and marketing costs; (iii) elimination of redundant costs as we acquire and integrate brands; (iv) cross marketing and cross merchandising brands in our portfolio; and (v) drive customer retention and customer lifetime value. Our ability to expand operating margins will result from increasing revenue growth above our operating expense growth, as well as increasing gross margins. For example, we anticipate that our operating expenses will increase substantially in the foreseeable future as we undertake the acquisition and integration of different brands, incur expenses associated with maintaining compliance as a public company, and increased marketing and sales efforts to increase our customer base. While we anticipate that the operating expenses in absolute dollars will increase, we do not anticipate that the operating expenses as a percentage of revenue will increase. We anticipate that the operating expenses as a percentage of revenue will decrease as we eliminate duplicative costs across brands including a reduction in similar labor roles, contracts for technologies and operating systems and creating lower costs from higher purchasing power from shipping expenses to purchase orders of products. This reduction of expenses and lower cost per unit due to purchasing power should create meaningful savings in both dollars and as a percentage of revenue. 34 As an example, we were able to eliminate several million in expenses within six months of acquiring Bailey. Examples of these savings include eliminating several Bailey teams, which our teams took over. We merged over half of the technology contracts and operating systems contracts from two brands into one brand contract at significant savings. We also eliminated our office space and rent and moved everyone into the Bailey office space. Finally, we eliminated DSTLD’s third-party logistics company and started using Bailey’s internal logistics. This resulted in an increase in our operating expenses in absolute dollars as there were now two brands versus one brand. However, the operating expenses as a percentage of pre-COVID revenue declined meaningfully and as we increase revenue for each brand, we expect to experience higher margins. ● Ability to Create Free Cash Flow. Our goal is to achieve near term free cash flow through cash flow positive acquisitions, elimination of redundant expenses in acquired companies, increasing customer annual spend and lowering customer acquisition costs through cross merchandising across our brand portfolio. Financial Statement Components Bailey ● Net Revenue. Bailey sells its products directly to customers. Bailey also sells its products indirectly through wholesale channels that include third-party online channels and physical channels such as specialty retailers and department stores. ● Cost of Net Revenue. Bailey’s cost of net revenue includes the direct cost of purchased and manufactured merchandise; inventory shrinkage; inventory adjustments due to obsolescence including excess and slow-moving inventory and lower of cost and net realizable reserves; duties; and inbound freight. Cost of net revenue also includes direct labor to production activities such as pattern makers, cutters and sewers. Cost of net revenue includes an allocation of overheard costs such as rent, utilities and commercial insurance pertaining to direct inventory activities. ● Operating Expenses. Bailey’s operating expenses include all operating costs not included in cost of net revenues and sales and marketing. These costs consist of general and administrative, fulfillment and shipping expense to the customer. General and administrative expenses consist primarily of all payroll and payroll-related expenses, professional fees, insurance, software costs, occupancy expenses related to Bailey’s operations at its headquarters, including utilities, depreciation and amortization, and other costs related to the administration of its business. Bailey’s fulfillment and shipping expenses include the cost to operate its warehouse including occupancy and labor costs to pick and pack customer orders and any return orders; packaging; and shipping costs to the customer from the warehouse and any returns from the customer to the warehouse. ● Sales & Marketing. Bailey’s sales and marketing expense primarily includes digital advertising; photo shoots for wholesale and direct-to-consumer communications, including email, social media and digital advertisements; and commission expenses associated with sales representatives. ● Interest Expense. Bailey’s interest expense consists primarily of interest related to its outstanding debt to our senior lender. 35 DBG ● Net Revenue. We sell our products to our customers directly through our website. In those cases, sales, net represents total sales less returns, promotions and discounts. ● Cost of Net Revenue. Cost of net revenue includes direct cost of purchased merchandise; inventory shrinkage; inventory adjustments due to obsolescence, including excess and slow-moving inventory and lower of cost and net realizable reserves. ● Operating Expenses. Our operating expenses include all operating costs not included in cost of net revenues. These costs consist of general and administrative, sales and marketing, and fulfillment and shipping expense to the customer. General and administrative expenses consist primarily of all payroll and payroll-related expenses, professional fees, insurance, software costs, and expenses related to our operations at our headquarters, including utilities, depreciation and amortization, and other costs related to the administration of our business. We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and higher expenses for insurance, investor relations and professional services. We expect these costs will increase our operating costs. Fulfillment and shipping expenses include the cost to operate our warehouse — or prior to Bailey 44 acquisition, costs paid to our third-party logistics provider — including occupancy and labor costs to pick and pack customer orders and any return orders; packaging; and shipping costs to the customer from the warehouse and any returns from the customer to the warehouse. In addition, going forward, the amortization of the identifiable intangibles acquired in the acquisitions will be included in operating expenses. ● Interest Expense. Interest expense consists primarily of interest related to our debt outstanding to our senior lender, convertible debt, and other interest-bearing liabilities. Stateside ● Net Revenue. Stateside sells its products directly to customers. Stateside also sells its products indirectly through wholesale channels that include third-party online channels and physical channels such as specialty retailers and department stores. ● Cost of Net Revenue. Stateside’s cost of net revenue includes the direct cost of purchased and manufactured merchandise; inventory shrinkage; inventory adjustments due to obsolescence including excess and slow-moving inventory and lower of cost and net realizable reserves; duties; and inbound freight. Cost of net revenue also includes direct labor to production activities such as pattern makers, cutters and sewers. Cost of net revenue includes an allocation of overheard costs such as rent, utilities and commercial insurance pertaining to direct inventory activities. ● Operating Expenses. Stateside’s operating expenses include all operating costs not included in cost of net revenues and sales and marketing. These costs consist of general and administrative, fulfillment and shipping expense to the customer. 36 General and administrative expenses consist primarily of all payroll and payroll-related expenses, professional fees, insurance, software costs, occupancy expenses related to Stateside’s stores and to Stateside’s operations at its headquarters, including utilities, depreciation and amortization, and other costs related to the administration of its business. Stateside’s fulfillment and shipping expenses include the cost to operate its warehouse including occupancy and labor costs to pick and pack customer orders and any return orders; packaging; and shipping costs to the customer from the warehouse and any returns from the customer to the warehouse. ● Sales & Marketing. Stateside’s sales and marketing expense primarily includes digital advertising; photo shoots for wholesale and direct-to-consumer communications, including email, social media and digital advertisements; and commission expenses associated with sales representatives. Sundry ● Net Revenue . Sundry sells its products directly to customers. Sundry also sells its products indirectly through wholesale channels that include third-party online channels and physical channels such as specialty retailers and department stores. ● Cost of Net Revenue. Sundry’s cost of net revenue includes the direct cost of purchased and manufactured merchandise; inventory shrinkage; inventory adjustments due to obsolescence including excess and slow-moving inventory and lower of cost and net realizable reserves; duties; and inbound freight. Cost of net revenue also includes direct labor to production activities such as pattern makers, cutters and sewers. Cost of net revenue includes an allocation of overheard costs such as rent, utilities and commercial insurance pertaining to direct inventory activities. ● Operating Expenses. Our operating expenses include all operating costs not included in cost of net revenues. These costs consist of general and administrative, sales and marketing, and fulfillment and shipping expense to the customer. General and administrative expenses consist primarily of all payroll and payroll-related expenses, stock-based compensation, professional fees, insurance, software costs, and expenses related to our operations at our headquarters, including utilities, depreciation and amortization, and other costs related to the administration of our business. Sales and marketing expense primarily includes digital advertising; photo shoots for wholesale and direct-to-consumer communications, including email, social media and digital advertisements; and commission expenses associated with sales representatives. We expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and higher expenses for insurance, investor relations and professional services. We expect these costs will increase our operating costs. Distribution expenses includes costs paid to our third-party logistics provider, packaging and shipping costs to the customer from the warehouse and any returns from the customer to the warehouse. At each reporting period, we estimate changes in the fair value of contingent consideration and recognize any change in fair in our consolidated statement of operations, which is included in operating expenses. Additionally, amortization of the identifiable intangibles acquired in the acquisitions is also included in operating expenses. ● Interest Expense. Interest expense consists primarily of interest related to our debt outstanding to promissory notes, convertible debt, and other interest-bearing liabilities. 37 Recent Developments During the three months ended March 31, 2026, the Company continued to expand its collegiate apparel, marketing and strategic advisory platform through existing arrangements with AAA Tuscaloosa (University of Alabama), LLC, Traffic Holdco, LLC, Buffalo Sports Properties / Learfield, The Grove Collective, LLC and MavDB Consulting LLC. Effective January 26, 2026, the Company entered into a Marketing and Sponsorship Agreement with Learfield in connection with the University of Colorado athletic program. Under the agreement, the Company is required to provide annual consideration consisting of cash and equity in exchange for sponsorship, media and marketing rights. The equity component is accounted for in accordance with ASC 718 and, as of March 31, 2026, no shares had been issued under the arrangement. The Company recorded a prepaid marketing asset with a corresponding stock payable liability and amortizes the prepaid balance over the related service period. The agreement includes a make-whole provision; however, no make-whole adjustment had been triggered as of March 31, 2026 because no shares had been issued. Effective March 12, 2026, the Company entered into a consulting agreement with Athlete Capital Sports LLC pursuant to which the Company agreed to issue shares with an aggregate value of approximately $3.0 million in exchange for consulting and advisory services to be provided over a three-year term. As of March 31, 2026, no shares had been issued under the agreement. The Company recorded a prepaid consulting asset with a corresponding accrued liability/stock payable and amortizes the prepaid balance over the contractual service period. The agreement includes a make-whole provision that may result in variability in settlement; however, because no shares had been issued as of March 31, 2026, no derivative liability was recognized. During the three months ended March 31, 2026, holders exercised 1,275,577 pre-funded warrants previously issued in connection with the MavDB Consulting LLC marketing services agreement, and the Company issued the related shares of common stock. In addition, holders exercised an aggregate of 4,464,604 common stock purchase warrants originally issued in connection with the February 2025 Offering, including 2,365,968 warrants exercised pursuant to warrant exchange agreements entered into on February 16, 2026. In consideration for such exercises, the Company issued 9,634,032 new common stock purchase warrants exercisable at $0.66 per share and expiring on June 17, 2026. To the extent a holder would have exceeded applicable beneficial ownership limitations, pre-funded warrants were issued in lieu of common stock purchase warrants. During the three months ended March 31, 2026, holders also converted 1,250 shares of Series D Preferred Stock into 563,284 shares of the Company’s common stock. No Exposure to de-Minimis The Company does not use and has never used the “de minimis” exemption. The “de minimis” provision, which allowed duty-free entry for low-value imports (under $800), has been overturned for goods from China and Hong Kong, effective May 2, 2025. This means that goods imported from these countries, even if under the $800 threshold, will now be subject to tariffs. A significant number of e-commerce retailers relied on the de minimis exemption, which the Company believes will require them to significantly increase their prices or to experience a significant decline in gross margin and profitability. The Company has been approached by several e-commerce companies with the de minimis exposure seeking to sell their company at meaningfully reduced valuations. The Company believes this change in the de minimis policy should reduce the number of online apparel brands, and create a less crowded marketplace. 38 Our Financial Position For the three months ended March 31, 2026 and 2025, we generated net revenues of $1.3 million and $1.9 million, respectively, and reported net loss of $11.4 million and $2.1 million, respectively. As noted in our unaudited condensed consolidated financial statements, as of March 31, 2026, we had an accumulated deficit of $166.8 million. Results of Operations Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025. The following table presents our results of operations for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Net revenues $ 1,315,984 $ 1,871,701 Cost of net revenues 1,270,603 999,246 Gross profit 45,381 872,455 General and administrative 2,572,284 1,973,803 Sales and marketing 4,752,255 828,788 Other operating expenses 139,974 66,424 Operating loss (7,419,132 ) (1,996,560 ) Other expenses (3,972,901 ) (93,350 ) Loss before provision for income taxes (11,392,033 ) (2,089,910 ) Provision for income taxes - - Net loss $ (11,392,033 ) $ (2,089,910 ) Net Revenues Net revenues decreased by $0.6 million to $1.3 million for the three months ended March 31, 2026, compared to $1.9 million in the corresponding fiscal period in 2025. The decrease was primarily associated with lower wholesale activity period over period, partially offset by the Company’s continued investment in its direct-to-consumer brand portfolio. The Company expects revenue growth in subsequent periods through its expanded NIL and licensing partnerships, including the recently announced Penn State NIL agreement and Sundry / TJX licensing arrangement. However, the Company continues to experience pressure on gross margins due to the operational costs required to support and manage these programs and related wholesale relationships. The Company expects this decline in wholesale revenue to be offset in the remainder of 2025 as a result of the Company’s second largest wholesale account’s anticipated doubling of the number of its domestic retail doors from 50 to 100 and expansion of its international doors. Gross Profit Our gross profit decreased by $0.8 million for the three months ended March 31, 2026 to $45,381 from a gross profit of $0.9 million for the corresponding fiscal period in 2025. The decrease in gross profit was primarily attributable to a decrease in revenue combined with higher cost of goods sold relative to revenue, reflecting product mix and inventory positioning. 39 Our gross margin was approximately 3% for the three months ended March 31, 2026, compared to 47% for the three months ended March 31, 2025. The compression in gross margin reflects the lower revenue base relative to cost of goods sold during the period. The Company expects gross margins to recover as revenues increase, leveraging fixed costs, a higher mix of e-commerce revenue, and improved wholesale account mix. The Company expects gross margins to expand as revenues increase and leverage fixed costs, a higher mix of e-commerce revenue, which as higher gross margins and the mix of wholesale accounts with higher gross margins. Operating Expenses Operating expenses totaled $7.5 million for the three months ended March 31, 2026, compared to $2.9 million for the corresponding period in 2025. The $4.6 million increase was primarily driven by higher sales and marketing expense reflecting amortization of prepaid marketing assets from the collegiate apparel name, image and likeness (“NIL”) agreements (AAA Tuscaloosa, Traffic Holdco, Grove Collective, Learfield/Buffalo Sports) and the MavDB Consulting agreement, all of which were entered into during 2025. Other Expense Other expense was $4.0 million for the three months ended March 31, 2026, compared to $0.1 million for the three months ended March 31, 2025. The increase was primarily driven by a $3.9 million non-cash charge for the change in fair value of the share-based payment liability arising from the make-whole provisions in the collegiate apparel NIL agreements. Interest expense remained consistent at approximately $0.1 million in both periods. Net Loss Our net loss was $11.4 million for the three months ended March 31, 2026 compared to a net loss of $2.1 million for the three months ended March 31, 2025. The increase in net loss was primarily driven by (i) the $3.9 million non-cash charge for the change in fair value of the share-based payment liability, (ii) higher sales and marketing expense from amortization of prepaid marketing assets, and (iii) lower gross profit from reduced revenue. Liquidity and Capital Resources Each of DBG, Bailey, Stateside and Sundry has historically satisfied both liquidity needs and funding of operations through borrowings capital raises and internally generated cash flow, Changes in working capital, are driven primarily by levels of business activity. Historically each of DBG, Bailey, Stateside and Sundry has maintained credit line facilities to support such working capital needs and makes repayments on that facility with excess cash flow from operations. The Company requires significant capital to meet its obligations as they become due. Management believes its existing cash resources and planned operations—including revenues expected from its collegiate apparel program, continued cost reduction measures will be sufficient to fund operations for at least twelve months from the date of issuance of these financial statements. The Company may also pursue additional equity or debt financings as needed. There can be no assurance as to the availability or terms upon which such financing might be available. The Bailey sellers’ promissory note of $3,500,000 matured on December 8, 2025 and remains in default; management is in active discussions with the lender regarding repayment or extension. 40 Cash Flow Activities The following table presents selected captions from our condensed statements of cash flows for the three months ended March 31, 2026, and 2025: Three Months Ended March 31, 2026 2025 Net cash provided by operating activities: Net loss $ (11,392,033 ) $ (2,089,910 ) Non-cash adjustments $ 4 ,156,093 $ 429,349 Change in operating assets and liabilities $ 2,524,870 $ (2,846,786 ) Net cash used in operating activities $ (4,711,070 ) $ (4,507,347 ) Net cash provided by (used in) investing activities $ (260,475 ) $ - Net cash provided by financing activities $ 2,412,911 $ 6,587,057 Net change in cash $ (2,558,634 ) $ 2,079,710 Cash Flows Used In Operating Activities Our cash used in operating activities was $4.7 million for the three months ended March 31, 2026, compared to cash used in operating activities of $4.5 million for the corresponding fiscal period in 2025. The change in net cash used in operating activities was primarily driven by higher net loss in 2026 (offset by non-cash adjustments including the $3.9 million change in fair value of share-based payment liability), and changes in operating assets and liabilities compared to the prior period, higher operational losses, including increased sales and marketing expenses, and lower non-cash charges in 2025. Cash Flows Used in Investing Activities Net cash used in investing activities was approximately $0.3 million and $0 during the three months ended March 31, 2026 and March 31, 2025, respectively, primarily related to the purchase of a vehicle and payment of security deposit for Texas lease during the three months ended March 31, 2026. Cash Flows Provided by Financing Activities Cash provided by financing activities was $2.4 million for the three months ended March 31, 2026, compared to $6.6 million for the three months ended March 31, 2025. Cash inflows in 2026 included approximately $2.6 million from the exercise of warrants offset by payment of loan. Cash inflows in 2025 primarily consists of $6.6 million in net proceeds from issuance of common stock and pre funded warrants. Contractual Obligations and Commitments As of March 31, 2026, we had $6.1 million in outstanding principal on debt, primarily our promissory notes due to the Bailey sellers, U.S. Small Business Association (“SBA”) Paycheck Protection Program (PPP) loans, and merchant advances. Aside from our remaining non-current SBA obligations, all outstanding loans have maturity dates through 2025. Off-Balance Sheet Arrangements and Future Commitment We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. See Note 3 to the accompanying unaudited condensed consolidated financial statements, which disclosure is incorporated herein by reference. 41 Emerging Growth Company Status We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and, as such, have elected to comply with certain reduced public company reporting requirements. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 promulgated under the Exchange Act and are not required to provide the information required by this Item 3. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, who serve as our principal executive officer and principal financial and accounting officer, respectively, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. In making this evaluation, our management considered the material weakness in our internal control over financial reporting described below. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026. 42 We have initiated various remediation efforts, including the hiring of additional financial personnel/consultants with the appropriate public company and technical accounting expertise and other actions that are more fully described below. As such remediation efforts are still ongoing, we have concluded that the material weaknesses have not been fully remediated. Our remediation efforts to date have included the following: ● We have made an assessment of the basis of accounting, revenue recognition policies and accounting period cutoff procedures. In some cases, we made the necessary adjustments to convert the basis of accounting from cash basis to accrual basis. In all cases we have done the required analytical work to ensure the proper cutoff of the financial position and results of operations for the presented accounting periods. ● We have made an assessment of the current accounting personnel, financial reporting and information system environments and capabilities. Based on our preliminary findings, we have found these resources and systems lacking and have concluded that these resources and systems will need to be supplemented and/or upgraded. We are in the process of identifying a single, unified accounting and reporting system that can be used by the Company and Bailey, with the goal of ensuring consistency and timeliness in reporting, real time access to data while also ensuring ongoing data integrity, backup and cyber security procedures and processes. ● We engaged external consultants with public company and technical accounting experience to facilitate accurate and timely accounting closes and to accurately prepare and review the financial statements and related footnote disclosures. We plan to retain these financial consultants until such time that the internal resources of the Company have been upgraded and the required financial controls have been fully implemented. ● We have made an assessment on significant judgments and estimates, including impairment of long-lived assets and inventory valuation. We plan to take the steps as noted above to have the proper resources to conduct proper analyses on areas requiring judgments and estimates. The actions that have been taken are subject to continued review, implementation and testing by management, as well as audit committee oversight. While we have implemented a variety of steps to remediate these weaknesses, we cannot assure you that we will be able to fully remediate them, which could impair our ability to accurately and timely meet our public company reporting requirements. Notwithstanding the assessment that our internal control over financial reporting is not effective and that material weaknesses exist, we believe that we have employed supplementary procedures to ensure that the financial statements contained in this filing fairly present our financial position, results of operations and cash flows for the reporting periods covered herein in all material respects. Limitations on Effectiveness of Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management believes that the material weakness set forth above did not have an effect on our financial results. Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 43 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. These matters also include the following: ● In June 2022, a dispute originated due to a contractual arrangement involving alleged unpaid service fees of approximately $28,000, as well as additional disputed amounts, and counterclaims asserted by the Company for damages arising from website-related issues. A default judgment of approximately $28,000 was entered against the Company in January 2025. The Company is currently challenging the judgment and has initiated a new action reasserting its claims. ● On March 20, 2024, a former temporary worker engaged through a third-party placement agency, who was never an employee of the Company, filed a wrongful termination lawsuit against the Company. The Company is disputing this claim. The individual has since engaged a new law firm, The Finkel Firm, and the matter is scheduled for arbitration this fall. ● On April 17, 2024, a former employee filed a wrongful termination lawsuit against the Company. The employee was part of the marketing team, which was fully transitioned to a third-party outsourced marketing solution. The Company disputed the claim and initially pursued arbitration; however, the matter was settled in May 2025 for a total of $81,000. Of this amount, $41,000 was paid in late June 2025, with the remaining $40,000 to be paid in three equal installments of $13,000 at the end of July, August, and September 2025. ● In June 2021, a vendor filed a lawsuit against Bailey related to a retail store lease in the amount of $1,500,000. The Company is disputing the claim for damages and the matter is ongoing. The vendor has recently updated the claim to now be $450,968 after signing a long-term lease with another brand for this location. The Company is disputing this new amount after review of the lease. In the summer of 2024, Century City Mall, LLC obtained a judgment against Bailey 44, LLC in the amount of approximately $1.4 million, inclusive of both damages for unpaid rent and attorney fees and costs. This amount is included within the liabilities of Bailey 44, LLC in these accompanying financial statements. In this action, Century City Mall is attempting to hold Digital liable for the judgment against Bailey 44 on the theory that Digital is Bailey 44’s “alter ego.” The case is set for trial on July 21, 2026. The Company is unable to weigh in on the likely outcome of the case but will vigorously defend. ● On November 15, 2023, a vendor, Simon Showroom, filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $582,208, representing “double damages,” while the actual amount due to the vendor was $292,604. The case was settled in full on December 10, 2024, for a total settlement amount of $400,000. As part of the settlement, the Company paid $50,000 in December 2024, followed by a $60,000 payment in February 2025. As of March 31, 2026, the Company has an outstanding balance of $130,000 remaining, with monthly payments of $30,000 being made under the terms of the settlement agreement. All claims above, to the extent management believes it will be liable, have been included in accounts payable and accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2026. 44 Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition. ITEM 1A. RISK FACTORS As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS See Note 7 to the financial statements. The above issuances were made pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. ITEM 5. OTHER INFORMATION (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. (c) During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement. ITEM 6. EXHIBITS Exhibit Number Description 1.1 At-The-Market Issuance Sales Agreement, dated as of April 15, 2026, between Digital Brands Group, Inc. and Aegis Capital Corp. (incorporated by reference to Exhibit 1.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 21, 2026). 4.1 Description of Securities (incorporated by reference to Exhibit 4.29 to the registrant’s Annual Report on Form 10-K filed with the SEC on April 9, 2025). 3.1 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2026). 10.1 Form of Letter Agreement (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2026). 10.2 Consulting Agreement between Digital Brands Group, Inc. and Athlete Capital Sports LLC (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2026). 10.3 Form of Amendment to Letter Agreement (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2026). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a). 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a). 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350. 101.INS* Inline XBRL Instance. 101.SCH* Inline XBRL Taxonomy Extension Schema. 101.CAL* Inline XBRL Taxonomy Extension Calculation. 101.LAB* Inline XBRL Taxonomy Extension Labels. 101.PRE* Inline XBRL Taxonomy Extension Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith 45 SIGNATURES In accordance with the requirements 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. Date: May 20, 2026 By: /s/ John Hilburn Davis IV John Hilburn Davis IV Chief Executive Officer (Principal Executive Officer) Date: May 20, 2026 By: /s/ Reid Yeoman Reid Yeoman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 46