Digital Brands Group Inc美股招股说明书(2025-12-17版)

1,721,000 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders (each, a “Selling Stockholder” and collectively, the“Selling Stockholders”) identified herein of up to 1,721,000 shares (the “Shares”) of common stock, $0.0001 par value (the “CommonStock”), of Digital Brands Group, Inc. (the “Company”, “we”, “us” or “our”), which Shares consist of: (i)285,714 shares of Common Stock (the “AAA Shares”) issuable to AAA Tuscaloosa, LLC, an Alabama limited liabilitycompany (“AAA”), pursuant to that certain Exclusive Private Label Manufacturing Agreement, dated July 16, 2025,between the Company and AAA (the “AAA Agreement”); (ii) 857,143 shares of Common Stock (the “Rallytown Shares”) issuable to Rallytown, LLC, a Delaware limited liabilitycompany, formerly known as Traffic Holdco, LLC (“Rallytown”), pursuant to that certain Exclusive Private LabelManufacturing Agreement, dated July 16, 2025, between the Company and Rallytown (the “Rallytown Agreement”);(iii) 11,373 shares of Common Stock (the “July Crimson Tide Shares”) issuable to Crimson Tide Sports Marketing, LLC(“Crimson Tide”) pursuant to that certain Marketing and Sponsorship Agreement, dated July 23, 2025, between theCompany and Crimson Tide (the “July Crimson Tide Agreement”);(iv) 24,477 shares of Common Stock issuable to Crimson Tide (the “October Crimson Tide Shares”) pursuant to that certainMarketing and Sponsorship Agreement, dated October 3, 2025, between the Company and Crimson Tide (the “OctoberCrimson Tide Agreement” and together with the July Crimson Tide Agreement, the “Crimson Tide Agreements”);(v)385,107 shares of Common Stock (the “Grove Collective Shares”) issuable to The Grove Collective, LLC (“GroveCollective”) pursuant to that certain Exclusive Private Label Manufacturing Agreement, dated November 19, 2025,between the Company and the Grove Collective (the “Grove Collective Agreement”); and(vi) 157,186 shares of Common Stock (the “Buffalo Sports Shares,” and together with the AAA Shares, the RallytownShares, the Crimson Tide Shares, and the Grove Collective Shares, collectively the “Shares”) issuable to Buffalo SportsProperties, LLC (“Buffalo Sports,” and together with AAA, Rallytown, Crimson Tide, and Grove Collective, collectively,the “Selling Stockholders”) pursuant to that certain Marketing and Sponsorship Agreement, dated effective December 1,2025, between the Company and Buffalo Sports (the “Buffalo Sports Agreement,” and together with the AAAAgreement, the Rallytown Agreement, the Crimson Tide Agreements, and the Grove Collective Agreement, collectively,the “Selling Stockholders’ Agreements”). The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of differentways and at varying prices. See “Plan of Distribution” beginning on page 10 of this prospectus for more information. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of the Shares bythe Selling Stockholders. Our Common Stock is currently quoted on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DBGI.” On December 16, 2025,the closing price of our Common Stock as reported on the Nasdaq was $9.57 per share. The Selling Stockholders may offer all or part of the Shares for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should this prospectus and the registration statementof which it forms a part before you invest in any securities. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. Wehave not authorized anyone to provide you with different information. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 17, 2025. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiProspectus Summary1Risk Factors7Use of Proceeds7Determination of Offering Price7Selling Stockholders7Plan of Distribution10Legal Matters11Experts11Incorporation of Certain Documents by Reference12Where You Can Find More Information12 You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyoneto provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy anysecurities other than