Digital Brands Group Resets Series D Floor Price, Secures 180-Day Lock-Up to Curb Dilution

summarizeSummary

Digital Brands Group reset the conversion floor price on its Series D preferred stock and entered a 180-day lock-up with the majority holder, limiting daily sales to 3% of volume — a tactical move to manage dilution risk at a critical juncture.

check_boxKey Events · Financing and Capital Events · DBGI

• Series D Floor Price Reset

  The conversion floor price for Series D preferred stock was amended to 20% of the lower of the closing price or 5-day average closing price immediately before the amendment date, replacing the prior floor.

• 180-Day Lock-Up with Leak-Out

  The majority Series D holder agreed to a 180-day lock-up, with sales capped at 3% of daily trading volume, in exchange for the floor price reset.

• Dilution Overhang Managed

  The lock-up temporarily restricts the holder from flooding the market with converted shares, but the lower floor price could accelerate conversions if the stock remains weak.

• Effective Immediately

  The Certificate of Amendment was filed and effective July 17, 2026; the lock-up period runs for 180 calendar days from that date.

auto_awesomeAnalysis · DBGI · Trade & Services

Digital Brands Group amended its Series D preferred stock to reset the conversion floor price to 20% of the recent market price — a move that, combined with a new 180-day lock-up agreement with the majority holder, aims to slow the pace of dilutive conversions. The floor price reset is a double-edged sword: it makes conversion more attractive for the holder at current depressed prices, but the lock-up caps daily sales at 3% of trading volume, buying the company time. With the stock at $0.62 and a market cap of just $14.6 million, any conversion overhang is material. The lock-up provides a temporary shield, but the underlying dilution risk remains if the stock stays under pressure.