Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential opportunities for traders [1] Premarket Gainers - PepGen Inc. (PEPG) is up 151% at $6.68 [3] - 22nd Century Group, Inc. (XXII) is up 27% at $1.93 [3] - Immuneering Corporation (IMRX) is up 23% at $11.36 [3] - uniQure N.V. (QURE) is up 10% at $52.58 [3] - Lithium Americas Corp. (LAC) is up 9% at $6.60 [3] - Jasper Therapeutics, Inc. (JSPR) is up 9% at $2.55 [3] - American Shared Hospital Services (AMS) is up 8% at $2.75 [3] - PSQ Holdings, Inc. (PSQH) is up 7% at $3.06 [3] - K Wave Media Ltd. (KWM) is up 7% at $2.48 [3] - ClearPoint Neuro, Inc. (CLPT) is up 5% at $20.48 [3] Premarket Losers - Transocean Ltd. (RIG) is down 14% at $3.11 [4] - Cyclerion Therapeutics, Inc. (CYCN) is down 12% at $2.83 [4] - CarMax, Inc. (KMX) is down 11% at $50.38 [4] - ARB IOT Group Limited (ARBB) is down 11% at $10.45 [4] - SHF Holdings, Inc. (SHFS) is down 10% at $6.49 [4] - Digital Brands Group, Inc. (DBGI) is down 10% at $6.21 [4] - Aqua Metals, Inc. (AQMS) is down 9% at $5.29 [4] - Akanda Corp. (AKAN) is down 8% at $3.96 [4] - Galecto, Inc. (GLTO) is down 8% at $3.88 [4] - Platinum Analytics Cayman Limited (PLTS) is down 7% at $11.12 [4]

Core Viewpoint - Digital Brands Group, Inc. has amended its PIPE Financing to include an additional investment of approximately $1,500,000, enhancing its capital structure and providing further funding for its operations [1][3]. Group 1: PIPE Financing Details - The Company entered into a Securities Purchase Agreement on August 8, 2025, for the sale of up to 14,031.25 shares of Series D Convertible Preferred Stock to accredited investors, convertible into common stock at a price equal to 80% of the lowest closing price over the prior five trading days [2]. - An amendment to the Purchase Agreement was made on September 23, 2025, allowing for the sale of an additional 1,875 shares of Series D Preferred Stock to an additional accredited investor, with a total cash purchase price of $1,500,000 and a stated value of $2,156,250 [3][4]. - The additional Series D Shares will have the same conversion terms as those issued at the Initial Closing, with the anticipated closing date for this transaction set for September 26, 2025 [4]. Group 2: Registration and Compliance - The securities offered in the PIPE Financing have not been registered under the Securities Act of 1933 and are only available to accredited investors, with the Company agreeing to file registration statements with the SEC for the resale of the unregistered shares [6]. - The Company has amended the Registration Rights Agreement to set a deadline of December 1, 2025, for filing the resale registration statement covering the shares of Common Stock issuable upon conversion of the Series D Preferred Stock [4]. Group 3: Company Overview - Digital Brands Group specializes in eCommerce and Fashion, offering a variety of apparel through multiple brands on both direct-to-consumer and wholesale bases, focusing on a digitally native-first vertical brand model [8].

Core Insights - Digital Brands Group, Inc. (DBGI) experienced a significant stock decline of 26.64 percent, closing at $5.81, down $2.11, despite the positive news regarding its acceptance into the NVIDIA Connect Program [1] - The stock opened at $9.32 and fluctuated between $5.53 and $9.50, with a previous close of $7.92 on Nasdaq [1] Trading Activity - Trading volume for Digital Brands Group surged to 3.69 million shares, significantly exceeding the average volume of 64,047 shares [2] - The company's stock is currently trading within a 52-week range of $1.03 to $30.35 [2]

Core Insights - Digital Brands Group, Inc. has been accepted into the NVIDIA Connect Program, enhancing its technology capabilities and innovation potential [1][3] - The NVIDIA Connect Program provides access to advanced software development resources, technical training, and discounts on NVIDIA products, which will support the growth of Digital Brands Group [2][3] Company Overview - Digital Brands Group specializes in e-commerce and fashion, offering a variety of apparel through direct-to-consumer and wholesale channels [4] - The company operates through its technology arm, Open Daily Technologies, focusing on leveraging data to create personalized content for customers [4] Strategic Implications - Acceptance into the NVIDIA Connect Program is viewed as a significant opportunity for Digital Brands Group to enhance its AI-driven innovation and data protection capabilities [3] - The company plans to utilize NVIDIA's resources to accelerate the development of advanced AI solutions, aiming to secure consumer data and improve the digital experience [3]

Core Insights - Digital Brands Group, Inc. is focusing on developing a suite of technology tools for the eCommerce sector, leveraging artificial intelligence and quantum-resilient security to enhance brand protection and operational efficiency [1][2][3] Company Initiatives - The company is evaluating initiatives in three main areas: automated IP monitoring and brand protection using AI, data security with a focus on quantum-resilient methods, and additional eCommerce tools for merchandising, analytics, and personalization [2][3] - These initiatives aim to create a comprehensive suite that provides brands with both protection and performance in the digital marketplace [2] Strategic Direction - The CEO of Digital Brands Group emphasized that the rapid growth of digital commerce presents both opportunities and challenges, and the company's strategy is centered on building technology tools that safeguard brand IP, secure data, and enhance customer experience [3] - The company plans to continue internal development while also exploring partnerships with leading technology firms to accelerate delivery and broaden capabilities [3] Business Model - Digital Brands Group operates a diverse range of apparel brands through both direct-to-consumer and wholesale channels, focusing on owning the customer's "closet share" by leveraging data and purchase history for personalized content [4]

Core Insights - Amaze Holdings, Inc. has expanded its partnership with Digital Brands Group to enhance domestic manufacturing capabilities for custom apparel and athleisure wear, addressing tariff changes and rising costs [1][3] - The collaboration aims to streamline the creator experience by providing reliable local manufacturing, which is increasingly sought after by creators [3][4] - Amaze's platform has launched over 12.3 million unique stores, attracting more than 1.2 billion unique visitors, indicating a strong market presence [2] Group 1 - The partnership allows Amaze to utilize Digital Brands Group's facilities in Los Angeles for cost-efficient production [1][2] - The new manufacturing capabilities are now available to creators, enhancing their ability to launch products quickly [4] - The collaboration builds on a previous announcement from April 2025, marking Digital Brands Group as the first third-party brand on Amaze's Teespring Marketplace [2] Group 2 - The shift in tariff policies and the phasing out of the de minimis exception create a timely opportunity for expanding U.S.-based manufacturing [3] - The partnership is expected to help customers avoid cost increases associated with global supply chain dynamics [3] - Amaze's end-to-end commerce platform continues to evolve, focusing on improving the production and delivery processes for creators [3]

Core Insights - Digital Brands Group, Inc. has entered into a three-year Exclusive Private Label Manufacturing Agreement with AAA Tuscaloosa, LLC, which operates under the name Yea Alabama [1] - Yea Alabama is the official NIL program for the University of Alabama, aimed at creating NIL opportunities for student-athletes [2] - The products will be available at University of Alabama bookstores and online, with new product collections set to launch in the upcoming months [3] - The CEO of Digital Brands Group expressed excitement about the partnership, comparing the company to Warby Parker in the collegiate apparel space, and noted early positive results indicating a scalable customer value proposition [4] Company Overview - Digital Brands Group offers a diverse range of apparel through various brands, utilizing both direct-to-consumer and wholesale channels [5] - The company operates on a digitally native-first vertical brand model, focusing on maximizing customer engagement through data-driven personalized content [5]

Company Overview - DBGI Corp. specializes in eCommerce and Fashion, offering a wide variety of apparel through numerous brands on both direct-to-consumer and wholesale basis [3] - The company operates under a digitally native-first vertical brand model, focusing on personalized content and customer engagement to enhance "closet share" [3] Nasdaq Uplisting - The company announced its uplisting to The Nasdaq Capital Market under the ticker symbol "DBGI," effective August 20, 2025 [1][2] - This transition is aimed at enhancing investor visibility, increasing liquidity, and supporting the company's growth strategy, positioning it for long-term value creation for shareholders [2] Business Model and Strategy - Digital Brands Group continues to operate under its current business model while leveraging customer data and purchase history to create targeted marketing strategies [3] - The company emphasizes the importance of maintaining its business model and brand identity during this transition to Nasdaq [2]

Company Overview - DBGI Corp. specializes in eCommerce and Fashion, offering a wide variety of apparel through multiple brands on both direct-to-consumer and wholesale bases [3] - The company operates under a digitally native-first vertical brand model, focusing on personalized content and customer engagement to enhance "closet share" [3] Nasdaq Uplisting - The company announced its uplisting to The Nasdaq Capital Market under the ticker symbol "DBGI," effective August 20, 2025 [1][2] - This transition is aimed at enhancing investor visibility, increasing liquidity, and supporting the company's growth strategy, positioning it for long-term value creation for shareholders [2] Business Model and Strategy - Digital Brands Group continues to operate under its existing business model while leveraging customer data and purchase history to create targeted marketing strategies [3] - The company emphasizes the importance of maintaining its current operational structure while pursuing growth opportunities in the apparel market [2]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The unaudited statements show decreased revenue and a reduced net loss, with equity shifting from a deficit to a surplus due to financing Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$27,820,287** | **$19,890,327** | | Total Current Assets | $6,450,666 | $4,697,267 | | Goodwill | $8,973,501 | $8,973,501 | | **Total Liabilities** | **$20,714,167** | **$21,218,868** | | Total Current Liabilities | $19,381,882 | $20,819,878 | | **Total Stockholders' Equity (Deficit)** | **$7,106,120** | **$(1,328,541)** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $2,251,379 | $3,396,069 | $4,123,080 | $6,972,656 | | **Gross Profit** | $711,552 | $1,558,677 | $1,584,007 | $3,279,413 | | **Loss from Operations** | $(1,985,217) | $(2,302,235) | $(3,981,777) | $(2,526,880) | | **Net Loss** | **$(2,117,862)** | **$(3,510,480)** | **$(4,207,772)** | **$(4,194,215)** | | **Net Loss per Share** | $(0.81) | $(104.18) | $(1.24) | $(123.10) | - Net cash used in operating activities for H1 2025 was **$(6.1) million**, up from $(2.9) million in H1 2024, while net cash from financing activities rose to **$6.5 million** from $3.0 million[19](index=19&type=chunk)[251](index=251&type=chunk)[254](index=254&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures detail the alleviation of going concern uncertainty, an asset acquisition, and significant financing activities - Management concluded that **substantial doubt about the Company's ability to continue as a going concern has been alleviated** due to a $16.225 million offering and other capital sources[31](index=31&type=chunk)[33](index=33&type=chunk) - On April 1, 2025, the Company acquired intellectual property from Open Daily Technologies Inc for **344,827 shares of common stock valued at $3,000,000**[82](index=82&type=chunk)[83](index=83&type=chunk) - In February 2025, an offering of common stock and pre-funded warrants raised **net proceeds of $6,642,433**[96](index=96&type=chunk)[98](index=98&type=chunk) - In August 2025, a PIPE offering and warrant exercise generated **gross proceeds of $16,225,000**, improving pro forma stockholders' equity to over $33 million[134](index=134&type=chunk)[138](index=138&type=chunk) - The company is involved in a legal dispute over a retail lease with a **claimed amount of $450,968**, reduced from an initial $1.5 million[129](index=129&type=chunk)[273](index=273&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue declined due to a strategic account drop, but net loss improved from reduced operating expenses and recent financing Results of Operations Comparison (Q2 2025 vs Q2 2024) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenues | $2.3 million | $3.4 million | $(1.1) million | | Gross Profit | $0.7 million | $1.6 million | $(0.9) million | | Gross Margin | 32% | 46% | (14 pts) | | Operating Expenses | $2.7 million | $3.8 million | $(1.1) million | | Net Loss | $(2.1) million | $(3.5) million | $1.4 million | - The Q2 2025 revenue decrease was primarily due to dropping a large, low-margin wholesale account, with the impact expected to be offset by expanding another wholesale relationship[230](index=230&type=chunk)[231](index=231&type=chunk) - Operating expenses **decreased by $1.2 million** in Q2 2025 year-over-year following significant headcount reductions, with an additional **$0.7 million in savings anticipated**[235](index=235&type=chunk) - As of June 30, 2025, the company had **$6.4 million in outstanding debt**, mainly from promissory notes, PPP loans, and merchant advances[255](index=255&type=chunk) - The company entered into exclusive private label manufacturing agreements with AAA Tuscaloosa and Traffic Holdco for university apparel subsequent to the reporting period[219](index=219&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=ITEM%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company - As a smaller reporting company, Digital Brands Group, Inc. is not required to provide the information for this item[260](index=260&type=chunk) [Controls and Procedures](index=49&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to material weaknesses in internal controls, with remediation efforts underway - Management concluded that the company's **disclosure controls and procedures were not effective** as of June 30, 2025[262](index=262&type=chunk) - The ineffectiveness stems from **material weaknesses related to inadequate accounting resources and systems**, which are under active remediation[263](index=263&type=chunk)[268](index=268&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[269](index=269&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is managing several legal matters, including a disputed lease claim and settled vendor and employee lawsuits - A vendor lawsuit concerning a retail lease has an updated claim of **$450,968**, down from $1.5 million, which the company disputes[273](index=273&type=chunk) - A wrongful termination lawsuit was **settled in May 2025 for a payment of $81,000**[273](index=273&type=chunk) - A lawsuit with vendor Simon Showroom was **settled for $400,000**, with a remaining balance of $130,000 as of June 30, 2025[273](index=273&type=chunk) [Risk Factors](index=52&type=section&id=ITEM%201A.%20Risk%20Factors) The company is not required to provide risk factor disclosures due to its status as a smaller reporting company - The company is not required to provide risk factor information as it qualifies as a "smaller reporting company"[275](index=275&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Equity sales were conducted under exemptions from registration requirements as detailed in the financial statement notes - Details on unregistered sales of equity are located in Note 7 of the financial statements[276](index=276&type=chunk) - The issuances were made under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D[276](index=276&type=chunk) [Defaults upon Senior Securities](index=52&type=section&id=ITEM%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[277](index=277&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[278](index=278&type=chunk) [Other Information](index=52&type=section&id=ITEM%205.%20Other%20Information) No material changes to shareholder processes or insider trading plans were reported for the quarter - During the quarter ended June 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading plan[280](index=280&type=chunk) [Exhibits](index=52&type=section&id=ITEM%206.%20Exhibits) A list of filed exhibits includes officer certifications and key material agreements - The report includes a list of filed exhibits, such as CEO/CFO certifications and various material agreements[281](index=281&type=chunk) [Signatures](index=54&type=section&id=SIGNATURES)