Digital Brands Group, Inc. ("we", "us", "DBG" or the "Company") (NASDAQ:DBGI), a curated collection of luxury lifestyle, digital-first brands, today announced the entry into a definitive agreement for the immediate exercise in cash of certain outstanding warrants to purchase an aggregate of 1,027,750 shares of the Company's common stock at a reduced exercise price of $3.13 per share. The exercised warrants are comprised of Series A and Series B warrants originally issued by the Company on September 5, 2023, each having an exercise price of $9.43 per share. The Series A warrants have a term of five and one-half years and the Series B warrants have a term of fifteen months. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (File No. 333-274563). The closing of the warrant exercise transaction is expected to occur on or about May 7, 2024, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered Series A-1 warrants to purchase up to 1,027,750 shares of common stock and new unregistered Series B-1 warrants to purchase up to 1,027,750 shares of common stock. The new Series A-1 and Series B-1 warrants will have an exercise price of $2.88 per share. The new Series A-1 warrants will be exercisable immediately upon issuance for a period of five and one-half years from the date of issuance and the Series B-1 warrants will be exercisable immediately upon issuance for a period of fifteen months from the date of issuance.

The gross proceeds to DBG from the exercise of the warrants are expected to be approximately $3.2 million, prior to deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this offering for working capital purposes