Digital Brands Group (DBGI) Registration Filing summary

Company overview and business model

• Operates a portfolio of lifestyle apparel brands (Bailey 44, DSTLD, Stateside, Sundry, Avo) distributed via direct-to-consumer, wholesale, and retail channels.

• Focuses on omnichannel strategies, leveraging data analytics for customer acquisition, retention, and inventory management.

• Pursues growth through brand acquisitions, cross-merchandising, and expansion into collegiate and NIL (Name, Image, Likeness) apparel partnerships.

• Centralizes certain administrative and marketing functions to drive operational efficiencies and cost savings.

Financial performance and metrics

• Net revenues for the nine months ended September 30, 2025, were $5.8 million, down from $9.4 million in the prior year period.

• Net loss for the nine months ended September 30, 2025, was $7.7 million, unchanged from the prior year.

• Gross margin declined to 40% for the nine months ended September 30, 2025, from 47% in the prior year, impacted by lower sales and inventory write-offs.

• As of September 30, 2025, the company had $6.7 million in cash, $5.7 million in restricted cash, and a working capital deficit of $4.8 million.

• Substantial indebtedness: $6.4 million in outstanding principal on debt as of September 30, 2025.

Use of proceeds and capital allocation

• The company will not receive proceeds from the resale of shares by selling stockholders; all proceeds go to the selling stockholders.

• Recent capital raises include a $7.5 million equity offering in February 2025 and $12.7 million from a Series D preferred stock private placement in August/September 2025.

• Proceeds from financings are allocated to working capital, marketing, product development, and debt repayment.