Failure to Satisfy Listing Rule Form 8 K

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

On November 20, 2024, Digital Brands Group, Inc., a Delaware corporation (the "Company") received notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that the Company no longer satisfied the $35,000,000 market value of listed securities requirement, or the alternative $2,500,000 stockholders' equity requirement, as set forth in Listing Rule 5550(b) (the "Rule"), and that such failure would serve as an additional basis for the delisting of the Company's securities from Nasdaq. In the Company's Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the period ended September 30, 2024 (the "Q3 Report"), filed with the SEC on November 15, 2024, the Company reported stockholders' equity of $19,046 and, therefore, no longer complied with the Rule. The Company plans to address this additional matter at its previously scheduled hearing before the Nasdaq Hearings Panel (the "Panel") on December 3, 2024.

As previously disclosed by the Company, between October 1, 2024, and October 22, 2024, the Company issued and sold 4,500,579 shares of Common Stock pursuant to the terms of its at-the-market offering agreement with H.C. Wainwright & Co., LLC in exchange for net proceeds of approximately $1,320,873 (the "October ATM Proceeds"). Further, as previously disclosed, the Company entered into securities purchase agreements on or around October 28, 2024, with certain accredited investors named therein, pursuant to which the Company agreed to issue and sell, in a best efforts offering (the "Offering"): (i) 6,233,650 shares of common stock (the "Common Stock"), at a purchase price of $0.10 per share of Common Stock, and (ii) 24,109,350 pre-funded warrants ("Pre-Funded Warrants") to purchase Common Stock, at a purchase price of $0.0999 per Pre-Funded Warrant, immediately exercisable at an exercise price of $0.0001 per share. The Company received net proceeds of approximately $2,555,261 from the Offering (the "Public Offering Proceeds"). As a result of the Company's receipt of the October ATM Proceeds and Public Offering Proceeds, the Company's shareholders' equity exceeded $2,500,000 as of November 15, 2024, the filing date of the Company's Q3 Report.

Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company a further extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing. At the hearing, the Company will be required to demonstrate its ability to sustain long term stockholders' equity compliance.