Overview
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- TickerDBGI on Nasdaq2
- IndustryRetail-Apparel & Accessory Stores2
- HeadquartersVernon, United States2
- Incorporated inDE3
- Business address350 Texas Ave, Suite 250, Round Rock, Tx 786643
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
- Legal formCorporation2
- LEI2549002M9MAOH4JGOW192
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressC/O NATIONAL REGISTERED AGENTS, INC., 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 52140132
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue40¢$6.3M
- Selling, general and admin60¢$9.7M
Out of $7.4M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net revenues | $7.4M | $11.6M |
| Cost of net revenues | $6.3M | $7.9M |
| Gross profit | $1.1M | $3.6M |
| General and administrative | $9.7M | $8.7M |
| Sales and marketing | $14.6M | $2.9M |
| Distribution | $643.6K | $907.8K |
| Impairment of goodwill and intangible assets | $5.7M | $1.4M |
| Total operating expenses | $30.6M | $13.8M |
| Loss from operations | -$29.5M | -$10.2M |
| Change in fair value of share based payment liability | $1.7M | |
| Interest expense | -$514.6K | -$2.9M |
| Other non-operating income (expenses) | $81.0K | -$83.7K |
| Total other income (expense), net | $1.3M | -$3.0M |
| Income tax benefit (provision) | $119.0K | |
| Net loss | -$28.3M | -$13.1M |
| Deemed dividend on modification of Series D preferred stock | -$2.1M | |
| Net loss attributable to common stockholders | -$30.4M | -$13.1M |
| Weighted average common shares outstanding - basic | 14.0M shares | 170.9K shares |
| Weighted average common shares outstanding - diluted | 14.0M shares | 170.9K shares |
| Net loss per common share - basic | -$2.18 | -$76.71 |
| Net loss per common share - diluted | -$2.18 | -$76.71 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $1.9M | $164.4K | |
| Restricted cash | $5.7M | ||
| Accounts receivable, net | $154.0K | $44.1K | |
| Due from factor, net | $273.4K | $390.2K | |
| Inventory | $3.1M | $3.8M | |
| Prepaid expenses and other current assets | $9.4M | $274.6K | |
| Total current assets | $20.6M | $4.7M | |
| Property, equipment and software, net | $15.7K | $24.1K | |
| Goodwill | $5.8M | $9.0M | |
| Intangible assets, net | $4.5M | $6.1M | |
| Deposits | $82.3K | $75.4K | |
| Prepaid marketing expenses | $13.5M | ||
| Total assets | $44.5M | $19.9M | |
| Accounts payable | $6.3M | $6.4M | |
| Accrued expenses and other liabilities | $5.6M | $5.3M | |
| Due to related parties | $370.9K | $411.9K | |
| Convertible note payable, net | $100.0K | ||
| Accrued interest payable | $2.8M | $2.3M | |
| Loan payable, current | $2.6M | $2.8M | |
| Stock payable | $5.0M | ||
| Promissory note payable | $3.5M | $3.5M | |
| Total current liabilities | $26.1M | $20.8M | |
| Share based payment liability | $9.4M | ||
| Loans payable | $150.0K | ||
| Deferred tax liability | $249.0K | $249.0K | |
| Total liabilities | $35.7M | $21.2M | |
| Common stock, $0.0001 par, 1,000,000,000 shares authorized, 8,788,335 and 838,583 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $879 | $83 | |
| Additional paid-in capital | $164.1M | $125.8M | |
| Accumulated deficit | -$155.4M | -$127.1M | |
| Total stockholders equity (deficit) | $8.8M | -$1.3M | $1.6M |
| Total liabilities and stockholders equity (deficit) | $44.5M | $19.9M | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, share authorized | 1.0B shares | 1.0B shares | |
| Common stock, share issued | 8.8M shares | 838.6K shares | |
| Common stock, shares outstanding | 8.8M shares | 838.6K shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $1.9M | $164.4K | |
| Restricted cash | $5.7M | ||
| Accounts receivable, net | $154.0K | $44.1K | |
| Due from factor, net | $273.4K | $390.2K | |
| Inventory | $3.1M | $3.8M | |
| Prepaid expenses and other current assets | $9.4M | $274.6K | |
| Total current assets | $20.6M | $4.7M | |
| Property, equipment and software, net | $15.7K | $24.1K | |
| Goodwill | $5.8M | $9.0M | |
| Intangible assets, net | $4.5M | $6.1M | |
| Deposits | $82.3K | $75.4K | |
| Prepaid marketing expenses | $13.5M | ||
| Total assets | $44.5M | $19.9M | |
| Accounts payable | $6.3M | $6.4M | |
| Accrued expenses and other liabilities | $5.6M | $5.3M | |
| Due to related parties | $370.9K | $411.9K | |
| Convertible note payable, net | $100.0K | ||
| Accrued interest payable | $2.8M | $2.3M | |
| Loan payable, current | $2.6M | $2.8M | |
| Stock payable | $5.0M | ||
| Promissory note payable | $3.5M | $3.5M | |
| Total current liabilities | $26.1M | $20.8M | |
| Share based payment liability | $9.4M | ||
| Loans payable | $150.0K | ||
| Deferred tax liability | $249.0K | $249.0K | |
| Total liabilities | $35.7M | $21.2M | |
| Common stock, $0.0001 par, 1,000,000,000 shares authorized, 8,788,335 and 838,583 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $879 | $83 | |
| Additional paid-in capital | $164.1M | $125.8M | |
| Accumulated deficit | -$155.4M | -$127.1M | |
| Total stockholders equity (deficit) | $8.8M | -$1.3M | $1.6M |
| Total liabilities and stockholders equity (deficit) | $44.5M | $19.9M | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, share authorized | 1.0B shares | 1.0B shares | |
| Common stock, share issued | 8.8M shares | 838.6K shares | |
| Common stock, shares outstanding | 8.8M shares | 838.6K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$28.3M | -$13.1M |
| Depreciation and amortization | $2.1M | $2.5M |
| Amortization of loan discount and fees | $21.9K | $2.4M |
| Change in fair value of share based payment liability | -$1.7M | |
| Impairment of goodwill and intangible assets | $5.7M | $1.4M |
| Loss on conversion of accounts payable into common stock | $31.5K | |
| Shares issued for services | $482.2K | $312.6K |
| Stock-based compensation | $169.6K | |
| Change in credit reserve | -$151.6K | |
| Shares issued for loan interest conversion | $5.0K | |
| Non-cash lease expense | $81.4K | |
| Deferred tax expense | -$119.0K | |
| Accounts receivable, net | -$109.9K | $30.8K |
| Due from factor | $116.7K | $99.2K |
| Inventory | $687.3K | $1.0M |
| Prepaid expenses and other current assets | $4.4M | $2.0K |
| Accounts payable | -$71.4K | -$1.1M |
| Accrued expenses and other liabilities | $304.4K | $498.6K |
| Accrued interest payable | $459.4K | $381.7K |
| Lease liabilities | -$602.5K | |
| Due to related parties | -$41.0K | $11.9K |
| Deposits | -$6.9K | |
| Net cash used in operating activities | -$15.9M | -$6.2M |
| Issuance of loans and note payable | $240.0K | $791.0K |
| Repayments of convertible notes and loan payable | -$685.3K | -$3.9M |
| Proceeds of issuance of Series D preferred stock, net of issuance costs | $11.4M | |
| Proceeds from exercise of warrants | $5.8M | |
| Proceeds for issuance of pre-funded warrants | $6.6M | |
| Issuance of common stock for cash | $9.4M | |
| Net cash provided by financing activities | $23.4M | $6.3M |
| Net change in cash, cash equivalents, and restricted cash | $7.5M | $143.7K |
| Cash paid for interest | $47.0K | $1.8M |
| Issuance of pre-funded warrants for prepaid marketing services | $2.7M | |
| Shares issued for prepaid marketing services | $13.2M | |
| Non-cash purchase of intangible assets | $2.9M | |
| Recognition of share-based payment liability | $11.1M | |
| Shares issued for services and conversion of accounts payable | $82.4K | $313.8K |
No quarter-by-quarter statement was filed.
Corporate structure
Digital Brands Group, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Digital Brands Group, Inc.
- Ross Peter Brown Filed SCHEDULE 13D on Digital Brands Group, Inc., latest Aug 26, 2024
- Norwest Venture Partners XI, LP Filed SC 13G/A on Digital Brands Group, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
- Drew Jones Filed SC 13G/A on Digital Brands Group, Inc., latest May 25, 2022 (2 filings since May 4, 2022)
- Digital Brands Group, Inc. Vernon, California, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Digital Brands Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, net | $15.7K4 Dec 31, 2025 | $24.1K4 Dec 31, 2024 | −34.7% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $1.9M4 Dec 31, 2025 | $164.4K4 Dec 31, 2024 | +1076.7% |
| Equity securities at fair value | $9.4M4 Dec 31, 2025 |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $5.8M4 Dec 31, 2025 | $9.0M4 Dec 31, 2024 | −35.5% |
| Intangible assets, net (excluding goodwill) | $4.5M4 Dec 31, 2025 | $6.1M4 Dec 31, 2024 | −26.6% |
| Indefinite-lived intangibles (excluding goodwill) | $16.0M4 Dec 31, 2025 | $14.5M4 Dec 31, 2024 | +10.8% |
| Finite-lived intangibles, gross | $11.6M4 Dec 31, 2025 | $10.0M4 Dec 31, 2024 | +15.6% |
| Accumulated amortization | -$9.1M4 Dec 31, 2025 | -$7.0M4 Dec 31, 2024 | −29.9% |
| Finite-lived intangibles, net | $1.3M4 Dec 31, 2025 | $1.7M4 Dec 31, 2024 | −21.9% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $3.1M4 Dec 31, 2025 | $3.8M4 Dec 31, 2024 | −18.0% |
| Raw materials | $585.6K4 Dec 31, 2025 | $665.5K4 Dec 31, 2024 | −12.0% |
| Work in process | $999.4K4 Dec 31, 2025 | $250.8K4 Dec 31, 2024 | +298.4% |
| Finished goods | $1.6M4 Dec 31, 2025 | $2.9M4 Dec 31, 2024 | −46.6% |
Properties, in its own words
We currently have month to month rented properties approximately 44,206 square feet of office and showroom spaces in California. We believe that our existing facilities will be sufficient for our needs for the foreseeable future.
The following table sets forth information with respect to our facilities:
The rest of Item 2
Square
Footage
Location · Type · (approximate)
Vernon, California · Corporate Warehouse and Distribution Center · 42,206
Item 2 of the 10-K filed Apr 15, 2026.11
Leadership
Who has led Digital Brands Group, Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief financial officerReid William Yeoman May 13, 2021 to May 13, 202112
Board members and other officers (6)
- Chief Marketing OfficerLaura Dowling May 13, 2021 to May 13, 202113
- Board memberJameeka Aaron May 13, 2021 to May 13, 202114
- Board memberMark Thomas Lynn May 13, 2021 to May 13, 202115
- Board memberMoise Emquies May 13, 2021 to May 13, 202116
- Board memberTrevor Pettennude May 13, 2021 to May 13, 202117
- Board memberHuong Doan Nov 18, 2021 to Nov 18, 202118
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, DirectorJohn Hilburn Davis IV named Apr 26, 2022 to Sep 6, 202319
Former names
- Denim LA, Inc.Mar 23, 2016 to Dec 14, 20203
Timeline
- Sep 11, 20268-K Regulation FD disclosure20
- Sep 2, 20268-K Regulation FD disclosure21
- Aug 13, 20268-K Regulation FD disclosure22
- Aug 6, 20268-K Other events23
- Jul 27, 20268-K Regulation FD disclosure24
- Jul 24, 20268-K Entered a material agreement25
- Jul 22, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events26
- Jul 20, 20268-K Executive or director change27
- Jul 17, 20268-K Entered a material agreement; Bylaws or fiscal year changed28
- Jul 9, 20268-K Other events29
- Jul 8, 20268-K Other events30
- Jun 22, 20268-K Other events31
- Sep 17, 2012Founded Digital Brands Group, Inc. is founded2
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202632
When it reported results
- Nov 14, 2024Reported quarterly or annual results33
- Aug 20, 2024Reported quarterly or annual results34
- Aug 21, 2023Reported quarterly or annual results35
- May 8, 2023Reported quarterly or annual results36
- Apr 19, 2023Reported quarterly or annual results37
- Apr 1, 2022Reported quarterly or annual results38
- Jan 7, 2022Reported quarterly or annual results39
- Nov 12, 2021Reported quarterly or annual results40
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
300 filings to the SEC since October 2021: 7 annual reports, 16 quarterly reports, 129 major events, 4 insider forms, 5 large holders, 6 private raises, 133 other. The latest 20:
- Sep 11, 20268-K EDGAR
- Sep 2, 20268-K EDGAR
- Aug 19, 202610-Q EDGAR
- Aug 14, 2026NT 10-Q EDGAR
- Aug 13, 20268-K EDGAR
- Aug 6, 20268-K EDGAR
- Jul 27, 20268-K EDGAR
- Jul 24, 20268-K EDGAR
- Jul 22, 20268-K EDGAR
- Jul 20, 20268-K EDGAR
- Jul 17, 20268-K EDGAR
- Jul 9, 20268-K EDGAR
- Jul 8, 20268-K EDGAR
- Jun 22, 20268-K EDGAR
- Jun 17, 20268-K EDGAR
- Jun 15, 20268-K EDGAR
- Jun 12, 20264 EDGAR
- Jun 12, 20268-K EDGAR
- Jun 9, 20268-K EDGAR
- Jun 9, 20264 EDGAR
The 300 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 2 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 10, 2026 | DAVIS JOHN HILBURN IVCEO | Buy | 618,333 | $1.13 | $698.7K | Form 4 |
| Jun 2, 2026 | DAVIS JOHN HILBURN IVCEO | Buy | 70,127 | $0.70 | $49.1K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Ross Peter BrownSCHEDULE 13D, 1 filing Aug 26, 202441
- Norwest Venture Partners XI, LPSC 13G/A, 2 filings Feb 14, 2022 to Feb 14, 202342
- Drew JonesSC 13G/A, 2 filings May 4, 2022 to May 25, 202243
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2023 | Reid Yeoman | 42 | $250.0K | $250.0K44 |
| 2023 | John Hilburn Davis IV | 52 | $249.0K44 | |
| 2022 | President and Chief Executive Officer | $350.0K44 | ||
| 2022 | Chief Financial Officer | $250.0K44 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Aug 31, 2023Raised $5 million in a private offering of equity Form D: 1 investor so far Form D
- Apr 7, 2023Raised $2.2 million in a private offering of debt Form D: 4 investors so far Form D
- Dec 30, 2022Raised $6.5 million in a private offering of securities Form D: 4 investors so far Form D
- Dec 29, 2022Raised $4 million in a private offering of debt Form D: 5 investors so far Form D
- Jul 22, 2022Raised $1.9 million in a private offering of debt Form D: 3 investors so far Form D
- Apr 8, 2022Raised $2.5 million in a private offering of debt Form D: 4 investors so far Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Strategic Wealth Partners, Ltd. | 30 | $23 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Digital Brands Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARDigital Brands Group, Inc.1
- CIK0001668010
- Employer ID (EIN)46-194286411
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company11
- Incorporated inNevada11
- Fiscal year endsDecember 311
- Industry code (SIC)5600 Retail-Apparel & Accessory Stores1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address350 Texas Ave, Suite 250, Round Rock, TX 786641
- Phone(720)937-92861
- Shares outstanding933,509 as of Aug 19, 202610
- Public float$40.2M as of Jun 30, 202511
- Auditordbbmckennon, San Diego, California PCAOB ID 3501; no auditor attestation of internal control over financial reporting11
- On EDGAR sinceMar 23, 20161
- Filings420 in all: 8-K (134), CORRESP (40), UPLOAD (23), S-1/A (21), 10-Q (17), EFFECT (16), 424B3 (12), S-1 (11)1
All 54 form types
D (10), 3 (9), 1-A/A (8), 424B5 (8), 1-U (7), NT 10-Q (6), 10-K (5), 253G2 (5), 424B4 (5), S-3 (5), 1-K (4), 1-SA (4), 8-K/A (4), DEF 14A (4), NT 10-K (4), PRE 14A (4), QUALIF (4), 1-A (3), 4 (3), C (3), S-3/A (3), SC 13G/A (3), 1-A POS (2), 10-K/A (2), C-U (2), C/A (2), DEFR14A (2), DRS (2), DRSLTR (2), FWP (2), PRER14A (2), S-1MEF (2), SC 13G (2), 10-Q/A (1), 144 (1), 25-NSE (1), 8-A12B (1), C-AR (1), CERT (1), DEF 14C (1), DRS/A (1), POS AM (1), PRE 14C (1), RW (1), S-8 (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Apr 15, 2026
Quarterly report (10-Q) Aug 19, 2026
Proxy statement (DEF 14A) Oct 23, 2024
Latest 8-K (8-K) Sep 11, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | DBGI | |
| Warrants, each exercisable to purchase one share of common stock | DBGI |
From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).11
Risk factors and legal proceedings
The risks Digital Brands Group, Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 39 risks under these headings, as written.11
- Risks related to our financial condition and business.
- We have incurred significant net losses since our inception and cannot assure you that we will achieve or maintain profitable operations.
- We have received capital funding to continue the business operations
- If our efforts to locate desirable targets are unsuccessful or if we are unable to acquire desirable companies on commercially reasonable terms, we may not be able to grow the business and our revenues and operating results will be adversely affected.
- We may not be able to successfully integrate future acquisitions or generate sufficient revenues from future acquisitions, which could cause our business to suffer.
- We may be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them.
- Our ability to acquire additional businesses may require issuances of our common stock and/or debt financing that we may be unable to obtain on acceptable terms.
- We have an amount of debt which may be considered significant for a company of our size, which could adversely affect our financial condition and our ability to react to changes in our business.
- We may not be able to generate sufficient cash to service all of our debt or refinance our obligations and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
- Our results of operations have been and could be in the future adversely affected as a result of asset impairments.
- If we fail to effectively manage our growth, our business, financial condition and operating results could be harmed.
- If we are unable to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner, our business, financial condition and operating results could be harmed.
The other 27 risks
- Our business depends on our ability to maintain a strong portfolio of brands and engaged customers. We may not be able to maintain and enhance our existing brand portfolio if we receive customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, operating results and growth prospects.
- An economic downturn or economic uncertainty in the United States may adversely affect consumer discretionary spending and demand for our products.
- We operate in highly competitive markets and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenue.
- Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.
- If we fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue base and margins, which would have a material adverse effect on our business and operating results.
- We purchase inventory in anticipation of sales, and if we are unable to manage our inventory effectively, our operating results could be adversely affected.
- Merchandise returns could harm our business.
- We rely on third-party suppliers and manufacturers to provide raw materials for and to produce our products, and we have limited control over these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
- Our sales and gross margins may decline as a result of increasing product costs and decreasing selling prices.
- Our operations are currently dependent on a single warehouse and distribution center, and the loss of, or disruption in, the warehouse and distribution center and other factors affecting the distribution of merchandise could have a material adverse effect on our business and operations.
- Our sales and gross margins may decline as a result of increasing freight costs.
- Increases in labor costs, including wages, could adversely affect our business, financial condition and results of operations.
- Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
- Our future success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel.
- If we cannot successfully protect our intellectual property, our business could suffer.
- If the technology-based systems that give our customers the ability to shop with us online do not function effectively, our operating results could be materially adversely affected.
- Organizations face growing regulatory and compliance requirements.
- Our failure to comply with trade and other regulations could lead to investigations or actions by government regulators and negative publicity.
- Our business is affected by seasonality.
- Risks Related to our Common Stock
- The price of our common stock has in the past and may in the future fluctuate substantially.
- If we are not able to comply with the applicable continued listing requirements or standards of the NasdaqCM, Nasdaq could delist our common stock.
- If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect the market price of our common stock.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
- Provisions in articles of incorporation and bylaws and under Nevada law could discourage a takeover that stockholders may consider favorable.
- We do not expect to pay any dividends in the foreseeable future.
- If securities analysts do not publish favorable reports about us or if we, or our industry, are the subject of unfavorable commentary, the price of our common stock could decline.
Legal proceedings
We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. These matters also include the following:
All claims above, to the extent management believes it will be liable, have been included in accounts payable and accrued expenses and other liabilities in the accompanying consolidated balance sheet as of December 31, 2025.
Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.
Except as may be set forth above the Company is not a party to any legal proceedings, and the Company is not aware of any claims or actions pending or threatened against us. In the future, the Company might from time to time become involved in litigation relating to claims arising from its ordinary course of business, the resolution of which the Company does not anticipate would have a material adverse impact on our financial position, results of operations or cash flows.
The opening of Item 3, Legal Proceedings.11
Sources
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- 14SEC EDGARJameeka Aaron, Board member
- 15SEC EDGARMark Thomas Lynn, Board member
- 16SEC EDGARMoise Emquies, Board member
- 17SEC EDGARTrevor Pettennude, Board member
- 18SEC EDGARHuong Doan, Board member
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- 20SEC EDGARRegulation FD disclosure
- 21SEC EDGARRegulation FD disclosure
- 22SEC EDGARRegulation FD disclosure
- 23SEC EDGAROther events
- 24SEC EDGARRegulation FD disclosure
- 25SEC EDGAREntered a material agreement
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- 27SEC EDGARExecutive or director change
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- 29SEC EDGAROther events
- 30SEC EDGAROther events
- 31SEC EDGAROther events
- 32NasdaqNasdaq calendar
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