Item 5. Other Information
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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.