Digital Brands Group Inc.

10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:16

Material Agreement Form 8 K

Item 1.01 Entry into Material Definitive Agreement.

As previously reported by Digital Brands Group, Inc., a Delaware corporation (the "Company") and various purchasers (the "Investors") executed a securities purchase agreement (the "SPA") on or around April 7, 2023, whereby the Investors purchased from the Company promissory notes in the aggregate principal amount of approximately $2,500,000 (the "Original Notes"), and the remaining balances of such Original Notes as of October 1, 2023, were exchanged by the Investors for replacement promissory notes issued on October 1, 2023, in the aggregate principal amount of approximately $1,789,668.37 (the "Exchange Notes"). In addition, as previously reported, the Company entered into settlement agreements with the Investors (each a "Settlement Agreement") on May 24, 2024, pursuant to which the Company agreed to pay aggregate cash payments equal to $1,789,668.37 to extinguish all obligations and claims under the SPA, Original Notes, and Exchange Notes, as follows: (i) $500,000.00 on or before May 28, 2024 and (ii) $1,289,668.37 on or before September 30, 2024(the "Final Payment"). On October 3, 2024, the Company entered into amendments to each Settlement Agreement with the Investors (each an "Amendment"), whereby the Final Payment due date was extended to October 31, 2024.

The foregoing description of the terms of the form of Amendment, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the copies of the form of Amendment filed hereto as Exhibit 10.1, and is incorporated herein by reference.