Core Viewpoint - Digital Brands Group, Inc. is expanding its Name, Image, and Likeness (NIL) strategic initiative by coordinating four campus photo shoots in February 2026, including two new universities, to enhance its presence in the college apparel sector [1][4]. Group 1: Campus Photo Shoots - The company will conduct photo shoots at the University of Colorado and Vanderbilt University, featuring student athletes and members of sororities and fraternities [2]. - The initiative will also return to the University of Alabama and the University of Mississippi, showcasing female student athletes from their volleyball and softball teams [3]. Group 2: Strategic Initiative and Market Potential - The CEO emphasized the commitment to expanding AVO's presence in the NIL college apparel sector, which is part of a global licensed sports merchandise market projected to grow from $36.4 billion in 2024 to $49.0 billion by 2030 [5]. - The addition of more universities to the initiative indicates the success and traction the company is achieving in this market [4][5]. Group 3: Business Model and Operations - Digital Brands Group operates a diverse range of apparel brands through direct-to-consumer and wholesale channels, focusing on personalized content based on customer data and purchase history [6].

Group 1 - Digital Brands Group, Inc. has been added to the S&P Total Market Index (TMI), effective December 21, 2025, marking a significant milestone in the company's growth and market recognition [1][2] - The S&P TMI is a broad equity benchmark that includes all major U.S. companies with readily available float-adjusted market capitalization data, indicating Digital Brands Group's qualification under S&P's eligibility methodology [2] - The CEO of Digital Brands Group, Hil Davis, stated that inclusion in the S&P TMI validates the company's progress and visibility in the U.S. capital markets [3] Group 2 - Digital Brands Group offers a wide variety of apparel through multiple brands, focusing on both direct-to-consumer and wholesale sales [4] - The company operates as a digitally native-first vertical brand, aiming to enhance customer engagement by leveraging data and purchase history to create personalized content [4]

Core Insights - Digital Brands Group, Inc. is advancing its strategy to create a suite of technology-driven tools aimed at protecting and growing consumer brands in the global eCommerce market [1][4] - The counterfeit economy is a significant issue, estimated at over US$1.7 trillion annually, impacting consumer trust and brand equity [2] - The company is integrating AI-driven technology solutions, starting with SECUR3D Inc., to combat brand misuse and counterfeiting [2][4] Company Overview - Digital Brands Group offers a diverse range of apparel through various brands, focusing on both direct-to-consumer and wholesale channels [5] - The company aims to leverage customer data and purchase history to create personalized content and enhance customer engagement [5] Technology Integration - SECUR3D's AssetSafe platform utilizes advanced AI to monitor and address unauthorized use of brand assets, including counterfeits and trademark misuse [3][6] - The technology has been successfully deployed across notable entertainment and consumer brands, enhancing IP protection [3][6] - Digital Brands Group plans to expand its technology stack with additional AI-driven solutions to support its brand partners and enhance its operational capabilities [4]

Core Insights - DBGI Corp. has launched its first activation of the AVO clothing line at the University of Mississippi, coinciding with a home playoff game, as part of its NIL strategic initiative in the $36.4 billion global licensed sports merchandise market [1][5] - The company aims to expand its presence in the NIL college apparel sector, which is projected to grow to $49.0 billion by 2030 [5] Group 1: Product Launch and Promotions - The first Ole Miss product capsule collection is available online, featuring a 25% discount code "HottyToddy" for the duration of the college playoffs [2] - AVO plans to release additional product capsule collections in the upcoming months, including items in Ole Miss "Powder Blue" and "Rebel Red" [2] Group 2: Commitment to Female Athletes - Every purchase from the AVO collection supports female student-athletes at the University of Mississippi through contributions to The Grove Collective's NIL fund, marking a significant initiative aimed at empowering female athletes [3] Group 3: Company Growth and Strategy - The CEO of Digital Brands Group expressed excitement about the program's launch and highlighted significant month-over-month revenue growth, indicating a strong customer value proposition [4] - The company is focused on leveraging data and purchase history to create personalized content and enhance customer engagement, aiming to increase its market share in the apparel sector [6]

Core Insights - Digital Brands Group, Inc. has partnered with Herschel Supply Co. to implement AI-powered brand protection through SECUR3D Inc. [1][2] - The collaboration aims to utilize SECUR3D's AssetSafe™ platform to monitor and address unauthorized use of brand assets, enhancing consumer trust and protecting trademarks [2][3] - This partnership is part of Digital Brands Group's strategy to expand its technology-enabled solutions for brand integrity and growth across its portfolio [3] Company Overview - Digital Brands Group offers a variety of apparel through direct-to-consumer and wholesale channels, focusing on personalized content based on customer data [6] - Herschel Supply Co., founded in 2009, is a global accessories brand known for its design-driven products, sold in over 90 countries [4] - SECUR3D specializes in AI-driven brand and intellectual property protection, providing proactive detection and monitoring solutions for brands [5]

As filed with the U.S. Securities and Exchange Commission on December 15, 2025 Registration No. 333-291035 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 5699 46-1942864 (I.R.S. Employer Ident ...

Core Insights - Digital Brands Group, Inc. has entered into a three-year Exclusive Private Label Manufacturing Agreement with The Grove Collective, focusing on eCommerce and fashion [1] - The Grove Collective is the official NIL program for the University of Mississippi, aimed at creating NIL opportunities for student-athletes [2] - The first product launch, a playoff capsule collection, is scheduled for December 19, with additional collections planned for January, February, and March [3] Company Overview - Digital Brands Group offers a variety of apparel through direct-to-consumer and wholesale channels, leveraging a digitally native-first vertical brand model [7] - The company aims to enhance customer engagement by utilizing data and purchase history to create personalized content [7] Partnership Details - The partnership with The Grove Collective is expected to elevate the visibility and marketability of student-athletes, leveraging a direct-to-consumer model in collegiate apparel [6] - Every purchase from the capsule collections will contribute to The Grove Collective's NIL fund, supporting female student-athletes [4] Leadership Statements - The CEO of Digital Brands Group expressed excitement about the partnership and highlighted the company's significant month-over-month revenue growth, positioning it as a leader in collegiate apparel [5] - The Executive Director of The Grove Collective emphasized the innovative approach of Digital Brands Group in enhancing the collegiate sports experience [6]

Core Insights - Digital Brands Group, Inc. has announced a partnership with Aha, an AI-powered influencer marketing platform, enhancing its technology roadmap and supporting its consumer brands and collegiate division [1][4] Group 1: Partnership and Technology Integration - The collaboration with Aha will streamline marketing efforts across Digital Brands Group's multi-segment platform, which includes lifestyle brands and campus programs, through targeted creator campaigns and faster content cycles [2][4] - Aha's platform automates the entire lifecycle of influencer campaigns, allowing Digital Brands Group to execute efficient and scalable campaigns for various initiatives, including retail and collegiate partnerships [3][4] Group 2: Strategic Goals and Market Positioning - The partnership is part of Digital Brands Group's broader strategy to integrate advanced AI across its operations, enhancing digital capabilities and positioning the company for future growth [4] - The collaboration aims to strengthen efforts around data intelligence, digital IP protection, and AI-enabled engagement tools, creating a unified foundation for long-term expansion in consumer and campus channels [4]

Core Insights - AVO Clothing is launching a custom Crimson Out tee for the Alabama vs Clemson game, marking its first partnership with the Alabama Crimson Tide basketball team [1][2] - The event will feature model and influencer Sydney Thomas, providing a meet-and-greet opportunity for fans [4] Company Overview - Digital Brands Group, Inc. (DBG) is the parent company of AVO Clothing, which focuses on direct-to-consumer apparel made in the USA, emphasizing premium quality and community impact [6][9] - AVO Clothing aims to redefine collegiate fashion and women's sports through purpose-driven initiatives and collaborations with student-athletes [7] Revenue and Growth - AVO has seen significant month-over-month revenue growth since launching its influencer events, indicating a successful amplification model [3] - Yea Alabama will receive a 20% royalty on revenue from the AVO x Yea Alabama apparel collection, highlighting a revenue-sharing strategy [5] Community Engagement - AVO is committed to generating NIL market-driven opportunities for female student-athletes, making it one of the first initiatives focused specifically on this demographic [5] - Monthly drops of apparel collections are co-designed with student-athletes and university partners to ensure relevance and authenticity [7][8]

Financial Performance - For the three months ended September 30, 2025, the company generated net revenues of $1.6 million, a decrease of $0.8 million from $2.4 million in the same period in 2024[207][209]. - Gross profit for the same period was $0.7 million, down from $1.1 million in 2024, resulting in a gross margin of 43%, compared to 46% in the prior year[207][211][213]. - Operating expenses totaled $4.0 million for the three months ended September 30, 2025, consistent with $3.9 million for the same period in 2024[214]. - The company reported a net loss of $3.5 million for the three months ended September 30, 2025, unchanged from the loss reported in 2024[207][216]. - Net revenues decreased by $3.6 million to $5.8 million for the nine months ended September 30, 2025, compared to $9.4 million in 2024, primarily due to dropping the largest wholesale account and limited cash for marketing[218]. - Gross profit decreased by $2.1 million to $2.3 million for the nine months ended September 30, 2025, from $4.4 million in 2024, with a gross margin of 40% compared to 47% in the prior year[221][222]. - Operating loss increased to $7.3 million for the nine months ended September 30, 2025, compared to $4.7 million in 2024[218]. - Net loss was $7.7 million for both the nine months ended September 30, 2025, and 2024, maintained due to effective cost-cutting measures[226]. Debt and Cash Flow - Digital Brands Group's total outstanding debt as of September 30, 2025, is approximately $6.4 million, which is considered significant for the company's size and revenue base[164]. - The company has an accumulated deficit of $134.8 million as of September 30, 2025[207]. - Cash provided by financing activities was $23.4 million for the nine months ended September 30, 2025, compared to $3.7 million in 2024, including $6.6 million from common stock issuance[234]. - Cash used in operating activities increased by $7.8 million to $11.2 million for the nine months ended September 30, 2025, driven by higher operational losses[232]. - As of September 30, 2025, the company had cash of $6.7 million and a working capital deficit of $4.8 million[229]. Operational Strategy - The company aims to expand its customer base through both online and traditional wholesale channels, utilizing paid and organic online strategies as well as physical retail distribution[170]. - Digital Brands Group's strategy includes transitioning several brands from wholesale to direct-to-consumer models, enhancing customer engagement and retention[156]. - The company defines "closet share" as the percentage of a customer's clothing units that belong to its brands, with a higher closet share indicating increased revenue potential[159]. - The company anticipates that operating expenses will increase in absolute dollars due to brand acquisitions, but expects operating expenses as a percentage of revenue to decrease over time[170]. - The company has successfully eliminated several million in expenses within six months of acquiring Bailey, including merging technology contracts and reducing office space costs[171]. - The company is focused on achieving near-term free cash flow through cash flow positive acquisitions and reducing redundant expenses[171]. - The company has identified the need to balance marketing spend between online and offline channels to effectively acquire customers at a reasonable cost[170]. - The company expects gross margins to expand as revenues increase and leverage fixed costs, with a higher mix of e-commerce revenue[223]. Marketing and Investments - The company plans to invest approximately $1 million in marketing, technology, and product development by the end of 2025[201][205]. - The company signed an Exclusive Private Label Manufacturing Agreement with AAA Tuscaloosa, LLC to manufacture private label knit apparel products for the University of Alabama[200]. - The company completed a Series D Preferred Stock offering, raising approximately $12.7 million before deducting offering costs[196][199]. - The second largest wholesale account requested to double the number of domestic retail doors from 50 to 100, which may offset the decline in wholesale revenue[219]. Cost Increases - The company has experienced increased costs in raw materials, with fabric prices rising between 10% to 100%, and shipping costs increasing from 25% to 300% depending on various factors[162]. - The company expects to continue incurring additional expenses related to operating as a public company, which will increase overall operating costs[178].