Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed by Digital Brands Group, Inc., a Delaware corporation (the "Company"), on October 16, 2024, the Company became aware that the issuance by its transfer agent of 1,311,345 shares of the Company's common stock (the "Shares") to a certain note holder (the "Holder") upon conversion of its promissory note originally issued by the Company to the Holder on or around October 1, 2023 (the "Note"), was in error and not permitted under the terms of the Note due to Nasdaq Rule 56353(d) (the "Rule").

The Shares issued to the Holder constituted a discounted issuance in excess of 19.9% of the Company's total common shares outstanding at the time of the issuance of the Note, in contravention of both the terms of the Note and the Rule. The Rule limits discounted issuances to 19.9% of the Company's total shares outstanding at the time of the transaction without prior receipt of shareholder approval. Upon identification of the error, the Company notified the Holder that the Shares must be returned to the Company's transfer agent for cancellation. The Company also notified the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") of the erroneous issuance and its plan to remediate the error.

On October 28, 2024, the Company received a delist determination from the Staff indicating that, in addition to the Company's non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), as previously disclosed by the Company on October 4, 2024, the Company's non-compliance with the Rule could serve as an additional basis for the delisting of the Company's securities from Nasdaq. The Company plans to address the additional matter at its previously scheduled hearing before the Nasdaq Hearings Panel to address the bid price deficiency.