Digital Brands Group receives default notice from Shakawe Capital on $3,529,412 convertible note

Digital Brands Group, Inc. received a written notice of default on 29 October 2026 from Shakawe Capital LLC, the holder of the company's unsecured convertible promissory note with a principal amount of $3,529,412 issued on 23 July 2026, according to the 8-K filed on 2 November 2026. The note was issued under a Securities Purchase Agreement dated 23 July 2026.

The filing states the holder asserted two events of default: a failure to make a scheduled partial payment of $1,000,000 due on 23 October 2026 under the note's repayment schedule, and a failure to file a registration statement by the 7 August 2026 deadline required under a related Registration Rights Agreement. The holder asserted, under Sections 2.1 and 2.2 of the note, that the note is immediately due and payable in full at the Mandatory Default Amount, equal to 120% of outstanding principal, accrued interest and other amounts owing, plus additional amounts including liquidated damages tied to the alleged late registration filing.

The filing states the note bears default interest of 20% per annum on amounts not paid when due, and that during an event of default the holder may convert the note at the greater of 90% of the lowest closing price in the prior five trading days or a floor price, subject to beneficial ownership limitations and a Nasdaq 19.99% cap. The notice states there is no cure period under the note and that the default is effective immediately, and that unless the holder received an acceptable extension proposal by the end of 29 October 2026, it intended to engage counsel and commence legal proceedings against the company.

The filing states the company disputes certain of the assertions in the notice and is evaluating resolution alternatives, including engaging with the holder on a consensual resolution or extension, while preserving its rights and defences. The filing does not say whether the company and the holder have reached, or will reach, any agreement, nor does it disclose the outcome of any legal proceedings.

On the record

• 2 Nov 2026 Digital Brands Group, Inc. filed 8-K. SEC EDGAR

• 2 Nov 2026 Current report: debt acceleration. SEC EDGAR, 8-K

• 29 Oct 2026 Digital Brands Group, Inc. filed 8-K. SEC EDGAR

• 29 Oct 2026 Current report: Regulation FD disclosure. SEC EDGAR, 8-K

• 11 Sep 2026 Digital Brands Group, Inc. filed 8-K. SEC EDGAR

• 11 Sep 2026 Current report: Regulation FD disclosure. SEC EDGAR, 8-K

• 2 Sep 2026 Digital Brands Group, Inc. filed 8-K. SEC EDGAR

• 2 Sep 2026 Current report: Regulation FD disclosure. SEC EDGAR, 8-K

• 19 Aug 2026 Quarterly report. SEC EDGAR, 10-Q

• 14 Aug 2026 Digital Brands Group, Inc. filed NT 10-Q. SEC EDGAR

• 14 Aug 2026 Late quarterly report notice. SEC EDGAR, NT 10-Q

• 13 Aug 2026 Digital Brands Group, Inc. filed 8-K. SEC EDGAR