Dilution profile // every instrument, one screen, from SEC filings

Digital Brands Group, Inc. (DBGI)

CIK 1668010 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$125M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
HIGHwarrants = 394% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-88% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-06-282026-08-19

Latest: 933,509 shares as of Aug 19, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-19
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 23.0M to 933,509 between May 20, 2026 and Aug 19, 2026, a pattern consistent with a reverse split (roughly 1-for-25); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

~1 month of cash left

critical · burning $4.0M / quarter

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
New Warrantsnot tagged$0.66——

Tranches exactly as the company dimensioned them in its 10-Q filed May 20, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 3.7M underlying shares, as reported May 31, 2026 (10-Q).

Reported exercise price: $26.4 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.6M as of Jul 31, 2021.

Rough fully diluted estimate: 4.6M = 933,509 O/S + 3.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Thousand Eight Hundred Diagonal Lending Note$238,050—not tagged1.5%~145,211 sh

If every note above converted at its tagged price: ~145,211 new shares on 933,509 currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 19, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding933,509Aug 19, 2026
+ Warrants (aggregate, as tagged) (if exercised)3.7MMay 31, 2026
+ Thousand Eight Hundred Diagonal Lending Note (if fully converted)145,211Jun 9, 2026
Fully diluted estimate4.8M+409.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $125.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 5, 2026$13.5M registeredfiling →
S-3Nov 7, 2025$100.0M registeredfiling →
S-1Oct 23, 2025$11.8M registeredfiling →

Last 12 months: 4 executed · 2 registered.

EXECUTEDJun 15, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EFFECTIVEMay 13, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMay 5, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDApr 15, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDMar 18, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDFeb 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEDec 17, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEDec 17, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 15, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →
EFFECTIVENov 26, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDNov 7, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
REGISTEREDOct 23, 2025S-1 registration — capacity to sell shares, not a sale yetS-1 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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