Digital Brands Group Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to______ Commission file number:001-40400 DIGITAL BRANDS GROUP, INC.(Exact name of registrant as specified in its charter) 1400 Lavaca StreetAustin, TX 78701(Address of principal executive offices, including zip code) (209) 651-0172(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if this registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 20, 2026, the Company had 22,985,558 shares of common stock, $0.0001 par value, issued and outstanding. DIGITAL BRANDS GROUP, INC.FORM 10-QTABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I. FINANCIAL INFORMATION4ITEM 1.Financial Statements4Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited), and December 31, 20254Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026, and 20255Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31,2026, and 20256Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026, and 20257Notes to Unaudited Condensed Consolidated Financial Statements8ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations31ITEM 3Quantitative and Qualitative Disclosures about Market Risk42ITEM 4.Controls and Procedures42PART II. OTHER INFORMATION44ITEM 1.Legal Proceedings44ITEM 1A.Risk Factors45ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds45ITEM 3.Defaults upon Senior Securities45ITEM 4.Mine Safety Disclosures45ITEM 5.Other Information45ITEM 6.Exhibits45SIGNATURES462 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Except for historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward- lookingterminology, including the terms “believe,” “estimate,” “project,” “aim,” “anticipate,” “expect,” “seek,” “predict,” “contemplate,” “continue,”“possible,” “intend,” “may,” “plan,” “forecast,” “future,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or othervariations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in anumber of places throughout this Annual Report on Form 10-K and include statements regarding our intentions, beliefs or current expectationsconcerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies, the industry in which weoperate and potential acquisitions. We derive many of our forward- looking statements from our operating budgets and forecasts, which arebased upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict theimpact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual