Digital Brands Group, Inc. (DBGI) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 20, 2026

Risk Assessment Details

Potential Dilution: 53.19% of current shares
Recent Dilution: 1190.55% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
23M
Potential Supply
12M
Additional shares possible
Splits
1 Split 1 Reverse
Past 2 years

Summary

DBGI currently has 23M outstanding shares. with significant dilution risk as 12.2M authorized shares could dilute existing holders by 53.2%. The company has significantly diluted shareholders by 1190.55% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 1 stock split (positive for accessibility) and 1 reverse split (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 20, 2026

10-Q filing | 23.0M shares outstanding

23M 12M
May 05, 2026

S-3 filing: This S-3 filing from Digital Brands Group, Inc. relates to the resale of up to 10,726,009 shares of common stock by selling stockholders.

21M 12M
Apr 15, 2026

10-K filing | 16.6M shares outstanding

17M 1.5M
Nov 14, 2025

10-Q filing | 6.3M shares outstanding

6.3M 1.5M
Nov 07, 2025

S-3 filing: Digital Brands Group, Inc. is offering up to $100,000,000 in the aggregate of shares of common stock, preferred stock, debt securities, warrants and rights to purchase common stock or preferred stock, or any combination of the foregoing.

6.3M 1.5M
Oct 23, 2025

S-1 filing: This prospectus relates to the resale of up to 1,442,308 shares of common stock of Digital Brands Group, Inc. by selling stockholders.

5.7M 1.5M
Sep 26, 2025

8-K filing: Digital Brands Group, Inc. issued an additional 1,875 shares of Series D Preferred Stock for $1,500,000 and certain investors exercised warrants for $300,000 in cash. ($1.5M proceeds)

4.1M 58K
Aug 13, 2025

8-K filing: Digital Brands Group, Inc. closed a private investment in public equity (PIPE Offering) on August 13, 2025, issuing approximately 14,031.25 shares of Series D Convertible Preferred Stock for aggregate cash purchase price of approximately $11,225,000. ($11.23M proceeds)

4.1M 58K
May 15, 2025

10-Q filing | 4.1M shares outstanding

4.1M 58K
Apr 09, 2025

10-K filing | 4.1M shares outstanding

4.1M 58K
Apr 02, 2025

8-K filing: Digital Brands Group, Inc. purchased certain intellectual property from Open Daily Technologies Inc. in exchange for 344,827 shares of the Company's common stock, with the acquisition closing on April 2, 2025.

820K 58K
Feb 18, 2025

8-K filing: Digital Brands Group, Inc. completed an offering of 11,365,340 units consisting of common stock and pre-funded warrants, resulting in gross proceeds of approximately $7,500,000 before deducting fees and expenses. ($7.49M proceeds)

820K 58K
Jan 27, 2025

S-1 filing: Digital Brands Group, Inc. is offering up to 4,929,143 Units, each consisting of one share of common stock or one pre-funded warrant to purchase one share of common stock, and two warrants to purchase one share of common stock, as well as Placement Agent Warrants to purchase up to 246,457 shares of common stock.

820K 5.2M
Jan 23, 2025

8-K filing: Digital Brands Group, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending, LLC for a loan of $121,900, issued a promissory note for $260,000 to Joshua Bartch, and issued pre-funded warrants for 2,068,965 shares of common stock to MavDB Consulting LLC.

820K 58K
Dec 12, 2024
Stock Split

8-K filing: Stock split 1-for-50 | Outstanding: 38,613,438 → 817,872

820K 58K
Nov 14, 2024

10-Q filing | 38.6M shares outstanding

39M 2.9M
Nov 06, 2024

8-K filing: On November 5, 2024, a note holder facilitated the cancellation of 1,311,345 shares of Digital Brands Group, Inc.'s common stock, resulting in a post-cancellation outstanding share count of 28,982,218 shares.

29M 2.9M
Oct 31, 2024

8-K filing: Digital Brands Group, Inc. completed an offering of 6,233,650 shares of common stock at $0.10 per share and 24,109,350 pre-funded warrants at $0.0999 per warrant, resulting in gross proceeds of approximately $3,000,000 before deducting fees and expenses.

9.4M 2.9M
Oct 24, 2024

S-1/A filing: This S-1/A filing relates to Digital Brands Group, Inc.'s offering of up to 21,739,130 shares of common stock and pre-funded warrants, with each warrant exercisable for one share of common stock at an exercise price of $0.0001.

9.4M 25M
Oct 21, 2024

8-K filing: Digital Brands Group, Inc. issued 1,311,345 shares of common stock upon conversion of a promissory note between October 3, 2024 and October 15, 2024, but the issuance was later deemed erroneous and the shares are being returned for cancellation.

9.4M 18M
Oct 07, 2024

S-1/A filing: Digital Brands Group, Inc. is offering up to 15,001,500 shares of common stock or pre-funded warrants to purchase one share of common stock on a best-efforts basis.

2.6M 18M
Sep 11, 2024

S-1 filing: Digital Brands Group, Inc. is offering Units, each consisting of one share of common stock or one pre-funded warrant and one warrant, as well as placement agent warrants and shares underlying warrants.

2.6M 2.9M
Aug 21, 2024

POS AM filing: This prospectus relates to the resale of up to 687,541 shares of common stock by selling stockholders, issuable upon exercise of warrants acquired in private placement transactions.

2.6M 2.9M
Aug 19, 2024

10-Q filing | 2.6M shares outstanding

2.6M 4.5M
Jun 07, 2024

8-K filing: Digital Brands Group, Inc. raised approximately $3.2 million from the exercise of approximately 1.03 million warrants at an exercise price of $3.13. ($3.22M proceeds)

1.9M 4.5M
Jun 04, 2024

S-3 filing: This prospectus relates to the resale of up to 2,132,581 shares of common stock issuable upon exercise of warrants acquired by the selling stockholders in private placement transactions on May 7, 2024.

1.9M 4.5M
May 21, 2024

8-K filing: Digital Brands Group, Inc. raised approximately $3.2 million from the exercise of approximately 1.03 million warrants at an exercise price of $3.13 on May 7, 2024. ($3.2M proceeds)

1.9M 2.4M
May 20, 2024

10-Q filing | 1.9M shares outstanding

1.9M 2.4M
May 07, 2024

8-K filing: Digital Brands Group, Inc. completed the exercise of existing warrants into 1,027,750 shares of common stock at $3.13 per share, generating gross proceeds of $3,216,857.50. The company also issued new warrants to purchase up to 2,055,500 shares of common stock and warrants to the placement agent to purchase up to 77,081 shares of common stock. ($3.22M proceeds)

1.7M 2.4M
May 03, 2024

8-K filing: Digital Brands Group, Inc. issued a convertible promissory note for $250,000 to Target Capital 1 LLC, including the issuance of 50,000 commitment shares of common stock as a commitment fee.

1.7M 2.4M
Apr 15, 2024

10-K filing | 1.7M shares outstanding

1.7M 2.4M
Nov 14, 2023

10-Q filing | 0.6M shares outstanding

580K 2.4M
Sep 22, 2023

S-1/A filing: The filing relates to shares of common stock issuable upon exercise of warrants held by selling stockholders, subject to certain beneficial ownership limitations.

320K 2.4M
Sep 18, 2023

S-1 filing: This S-1 filing registers the resale of up to 1,580,166 shares of common stock by selling stockholders, including shares issuable upon exercise of pre-funded warrants, Series A warrants, Series B warrants, and placement agent warrants.

320K 2.4M
Sep 14, 2023

8-K filing: Digital Brands Group, Inc. sold 63,000 shares of common stock to qualified employees at $10.43 per share under the 2023 Stock Purchase Plan. ($0.66M proceeds)

320K 790K
Sep 05, 2023

8-K filing: Digital Brands Group, Inc. completed a private placement, issuing 32,000 shares of common stock and 481,875 pre-funded warrants, along with accompanying warrants, for gross proceeds of approximately $5 million. ($0.0M proceeds)

320K 790K
Aug 24, 2023

S-1/A filing: This S-1/A filing outlines a best efforts offering to raise up to $6,000,000 through the sale of common stock and pre-funded warrants, with Spartan Capital Securities LLC acting as the placement agent.

320K 790K
Aug 22, 2023
Stock Split

8-K filing: Stock split 1-for-25 | Outstanding: 7,927,549 → 317,101

320K 790K
Aug 21, 2023

10-Q filing | 7.9M shares outstanding

7.9M 20M
Aug 04, 2023

S-1/A filing: The company is offering to raise up to $5,000,000 through a best efforts offering of common stock and pre-funded warrants, with Spartan Capital Securities LLC acting as the exclusive Placement Agent.

7.9M 20M
Aug 02, 2023

S-1/A filing: The company is offering to raise up to $5,000,000 through the sale of common stock and pre-funded warrants on a best efforts basis with Spartan Capital Securities LLC as the placement agent.

7.9M 20M
Jun 28, 2023

S-1 filing: This S-1 filing details the offering of common stock and pre-funded warrants, with an option for underwriters to purchase additional shares, and outlines the company's intended use of proceeds for debt repayment and working capital.

7.9M 20M
Jun 27, 2023

8-K filing: Digital Brands Group, Inc. executed a Settlement Agreement and Release, issuing 1,952,580 shares of common stock to D. Jones at $0.717 per share, and issued 5,761 shares of Series C Convertible Preferred Stock to Sundry Investors at $1,000 per share. ($7.16M proceeds)

5.7M 20M
May 22, 2023

10-Q filing | 5.7M shares outstanding

5.7M 20M
Apr 17, 2023

10-K filing | 5.7M shares outstanding

5.7M 20M
Feb 06, 2023

S-1/A filing: This S-1/A filing relates to the offer and sale of up to 2,650,066 shares of common stock by selling stockholders, including shares, issuable upon exercise of pre-funded warrants, common stock warrants, and placement agent warrants.

1.5M 20M
Jan 13, 2023

8-K filing: Digital Brands Group, Inc. completed a private placement, issuing 475,000 shares of common stock and 802,140 pre-funded warrants, along with accompanying warrants, for gross proceeds of approximately $5 million. ($5.0M proceeds)

1.5M 17M
Jan 04, 2023

8-K filing: Digital Brands Group, Inc. executed a Securities Purchase Agreement with investors for $4,000,000 in promissory notes and issued warrants for 469,480 shares and 60,000 incentive shares.

1.5M 17M
Dec 01, 2022

8-K filing: Digital Brands Group, Inc. completed an offering of 168,000 shares of common stock and 1,650,181 pre-funded warrants, along with accompanying warrants, for gross proceeds of approximately $10 million. ($10.0M proceeds)

1.5M 17M
Nov 29, 2022

S-1/A filing: The company is offering up to 1,677,852 shares of common stock and accompanying warrants. The company estimates net proceeds of $8.6 million assuming a public offering price of $5.96 per share.

1.5M 24M
Nov 23, 2022

S-1/A filing: Digital Brands Group, Inc. files an S-1/A for a best-efforts offering of common stock, Class B warrants, Class C warrants, and pre-funded warrants with a proposed amount of $10,000,000.

1.1M 17M
Nov 17, 2022

8-K filing: Digital Brands Group, Inc. is filing this report in connection with the proposed acquisition of Sunnyside, LLC to provide financial information about both companies. ($1.0M proceeds)

530K 17M
Nov 14, 2022

10-Q filing | 0.5M shares outstanding

530K 17M
Nov 03, 2022

S-3/A filing: This S-3/A filing relates to the resale of up to 677,419 shares of common stock by the selling stockholder, Black Oak Capital, resulting from the conversion of Series A Preferred Stock issued in consideration of the cancellation of certain promissory notes.

150K 17M
Nov 03, 2022
Stock Split

8-K filing: Stock split 1-for-100 | Outstanding: 152,874 → 574,491

570K 17M
Oct 28, 2022

S-3 filing: Registration of resale of common stock by selling stockholder.

150K 1.6B
Oct 18, 2022

8-K filing: Digital Brands Group, Inc. entered into an agreement to acquire all membership interests of Sundry, LLC for cash, promissory notes, and common stock at $0.11 per share. ($1.0M proceeds)

150K 1.6B
Oct 05, 2022

8-K filing: Digital Brands Group, Inc. issued 6,300 shares of Series A Convertible Preferred Stock to Bocm4-DSTLD-Senior Debt, LLC at $1,000 per share in consideration for the cancellation of certain promissory notes. ($6.3M proceeds)

150K 1.6B
Sep 01, 2022

S-3/A filing: This is an S-3/A filing for Digital Brands Group, Inc., filed on September 1, 2022, which is an amendment to a previous registration statement. The amendment primarily updates the exhibits, specifically the Form of Indenture.

150K 1.6B
Aug 15, 2022

10-Q filing | 0.2M shares outstanding

150K 1.6B
Aug 03, 2022

S-3 filing: Digital Brands Group, Inc. may offer and sell from time to time common stock, preferred stock, debt securities, warrants, rights and units that include any of these securities for a total aggregate amount of $200,000,000.

53M 1.6B
Jul 27, 2022

8-K filing: Digital Brands Group, Inc. executed a Securities Purchase Agreement with investors to purchase $1,250,000 in principal amount of 20% Original Issue Discount promissory notes, and issued warrants to purchase 4,112,500 shares of common stock at an exercise price of $0.152.

13M 45M
Jun 23, 2022

8-K filing: Digital Brands Group, Inc. entered into an Amended and Restated Membership Interest Purchase Agreement to acquire all membership interests of Sunnyside, LLC. The consideration includes cash and Digital Brands Group common stock. ($27.0M proceeds)

13M 45M
May 16, 2022

10-Q filing | 13.2M shares outstanding

13M 45M
May 10, 2022

8-K filing: Digital Brands Group, Inc. completed a public offering on May 10, 2022, selling 37,389,800 shares of common stock at $0.25 per share, resulting in gross proceeds of approximately $9.3 million, and issued warrants to the underwriters to purchase 1,495,592 shares of common stock. ($9.3M proceeds)

14M 45M
May 05, 2022

S-1/A filing: This is a firm commitment public offering of 36,000,000 shares of common stock at a public offering price of $0.25 per share.

14M 45M
Apr 18, 2022

S-1 filing: This is an S-1 filing registering shares of common stock and Class B warrants to purchase common stock.

14M 8.6M
Mar 31, 2022

10-K filing | 13.9M shares outstanding

14M 8.6M
Jan 06, 2022

S-1/A filing: This prospectus relates to the resale of up to 5,959,688 shares of our common stock by the selling stockholder, which includes (i) up to 5,833,334 shares of our common stock issuable under the Equity Purchase Agreement, dated as of August 27, 2021, between the Company and Oasis Capital, LLC, and (ii) 126,354 shares of common stock issued to Oasis Capital as a commitment fee in connection with the Equity Purchase Agreement.

13M 8.6M
Jan 06, 2022

S-1/A filing: This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus of up to 2,500,000 shares of our common stock, par value $0.0001 per share, issuable upon conversion of our 6.0% Senior Secured Convertible Promissory Notes.

13M 8.6M
Dec 23, 2021

S-1/A filing: The filing relates to the offer and sale of up to 2,500,000 shares of common stock by selling stockholders, representing shares issuable upon exercise of Convertible Notes, interest payments in kind, and waivers related to the Convertible Notes and Equity Purchase Agreement.

13M 2.6M
Dec 16, 2021

S-1/A filing: This is an S-1 filing to register 2,500,000 shares of common stock issuable upon conversion of the Company's 6.0% Senior Secured Convertible Promissory Notes, and shares that may be issuable from time to time in the event that the Company pays a portion of the interest on the Convertible Notes in kind by increasing the principal amount of the Convertible Notes, and shares of common stock issued to the selling stockholders in respect of certain waivers related to the Convertible Notes and commitments related to the Equity Purchase Agreement.

13M 2.6M
Dec 01, 2021

S-1 filing: This is an S-1 filing detailing expenses related to a common stock offering by selling stockholders, from which the company will not receive any proceeds.

13M 150K
Nov 19, 2021

8-K filing: FirstFire Global Opportunities Fund, LLC purchased a senior secured convertible note from Digital Brands Group, Inc. and in connection with the SPA, the Company issued 30,000 additional shares of common stock to FirstFire and 100,000 additional shares of common stock to Oasis Capital, LLC.

13M 150K
Nov 12, 2021

10-Q filing | 12.6M shares outstanding

13M 150K
Aug 31, 2021

8-K filing: Digital Brands Group, Inc. acquired MOSBEST, LLC for $5.0 million in cash and 1,101,538 shares of common stock, and entered into a Securities Purchase Agreement with Oasis Capital for a senior secured convertible note with a face value of $5,265,000; the company also entered into an equity line of credit arrangement with Oasis Capital for up to $17,500,000 of the company's common stock over a 24-month period and issued 126,354 shares to Oasis Capital as commitment shares. ($5.0M proceeds)

11M 150K
Aug 16, 2021

10-Q filing | 11.4M shares outstanding

11M 150K
Jun 28, 2021

10-Q filing | 0.7M shares outstanding

660K 150K
Jun 28, 2021

8-K filing: The company's underwriter exercised the remaining portion of its over-allotment option, purchasing an additional 361,445 shares of common stock at $4.15 per share. ($1.5M proceeds)

N/A 150K
May 18, 2021
Stock Split

8-K filing | Stock split 1-for-15.625 | Transactions: Sale 2409639 Common stock $10.0M to Underwriters; Issuance 2771084 Warrant to Underwriters; Issuance 120482 Warrant to Representative | Proceeds: $10.0M

N/A 150K
May 12, 2021

S-1/A filing: This is an S-1/A filing for the initial public offering of common stock and warrants of Digital Brands Group, Inc.

N/A 2.3M
May 11, 2021

S-1/A filing: This is an S-1/A filing for the initial public offering of Digital Brands Group, Inc.'s common stock and warrants, with an assumed initial public offering price of $5.00 per share and warrant.

N/A 2.3M
Apr 27, 2021

S-1/A filing: This is an S-1/A filing for the initial public offering of common stock and warrants of Digital Brands Group, Inc.

N/A 4M
Apr 13, 2021

S-1 filing: The filing is for an initial public offering of common stock and warrants, with an assumed combined initial public offering price of $5.00 per share and warrant.

N/A 2M
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