UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 19, 2025, Digital Brands Group, Inc. (the “Company” or “DBGI”), entered into that certain Exclusive Private Label Manufacturing Agreement (the “Agreement”) with The Grove Collective, LLC, a Mississippi limited liability company (“Client”). Client is acting as the name, image, and likeness (“NIL”) marketing agent for student-athletes attending the University of Mississippi (the “University”). Pursuant to the terms of the Agreement, Client has engaged the Company to manufacture private label knit apparel products for the University as set forth in the Agreement, but excluding any and all jerseys, polo shirts, collared shirts, quarter zips, and t-shirts or sweatshirts featuring the NIL, or trademark owned by a student-athlete or any game-related or team-related content (collectively, the “Exclusive Apparel Products”). Such Exclusive Apparel Products, manufactured exclusively by the Company, are to be sold directly by Client through its website (www.thegrovecollective.com) or any future brick and mortar locations in Mississippi.
The Company has general discretion to develop designs, technical specifications, and prototypes for the Exclusive Apparel Products and has agreed to use its best efforts to (i) invest approximately $500,000 per year, for 3 years, to the specific student-athlete funds as directed by Client, and (ii) spend, at the Company’s direction, $500,000 per year on digital ad spend, influencer marketing, and related expenses.
The Agreement is for a term of 3-years (the “Term”), with the option to renew for successive one-year terms, and during the Term, Client has agreed to only engage the Company to produce the Exclusive Apparel Products. In exchange, the Company agreed to issue Client $3,000,000 worth of the Company’s common stock, par value $0.001 per share (the “Common Stock”), representing the consideration payable by the Company to Client for the 3-year Term of the Agreement (all shares issued to client pursuant to the Agreement, the “Shares”). In the event the Term is extended, the Company shall issue Client an additional $1,000,000 of Common Stock for each such one-year extension. The number of Shares issued shall is based on the volume-weighted average price (“VWAP”) of the Common Stock for the 5-day period ending one day prior to the date of issuance. The Agreement also provides that, for the first 15-months of the Term, if the trading price of the Common Stock declines, the Company will either issue additional Shares, or pay cash, to Client to make up such difference.
The Company agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of Shares by January 2, 2026. Pursuant to the Agreement, Client assigned all of its voting interests with respect to all Shares via proxy to John Hilburn Davis IV, the Company’s President and Chief Executive Officer.
The Agreement contains certain covenants, representations, warranties, and conditions customary for an agreement of this type. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Exclusive Private Label Manufacturing Agreement, dated November 19, 2025, by and between Digital Brands Group, Inc. and The Grove Collective, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIGITAL BRANDS GROUP, INC. | ||
| Dated: November 25, 2025 | By: | /s/ John Hilburn Davis IV |
| Name: | John Hilburn Davis IV | |
| Title: | President and Chief Executive Officer | |