Digital Brands Group, Inc. 10-Q

ITEM 5. OTHER INFORMATION Not applicable. ​ 39 Table of Contents ITEM 6. EXHIBITS ​ Exhibit Number Description 3.1 ​ Sixth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-261865), filed with the SEC on January 6, 2022). 3.2 ​ Certificate of Amendment of Certificate of Incorporation of Digital Brands Group, Inc. dated October 13, 2022 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on October 18, 2022). 3.3 ​ Certificate of Amendment of Certificate of Incorporation of Digital Brands Group, Inc. dated October 21, 2022 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on October 26, 2022). 3.4 ​ Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.5 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-261865), filed with the SEC on January 6, 2022). 3.5 ​ Amendment No. 1 to the Amended and Restated Bylaws of Digital Brands Group, Inc., as amended (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on August 12, 2022). 3.6 ​ Amendment No. 2 to the Amended and Restated Bylaws of Digital Brands Group, Inc., as amended (incorporated by reference to Exhibit 3.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on August 31, 2022). 3.7 ​ Certificate of Designation of Series B Preferred Stock, dated May 30, 2023 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 1, 2023). 3.8 ​ Certificate of Designation of Series C Convertible Preferred Stock, dated June 21, 2023 (incorporated by reference to Exhibit 3.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023). 4.1 ​ Form of Promissory Note, dated April 7, 2023, by Digital Brands Group, Inc. in favor each Investor (incorporated by reference to Exhibit 10.2 of Digital Brands Group Inc.’s Form 8-K/A filed with the SEC on April 18, 2023) 4.2 ​ Fourth Amendment to Promissory Note, dated as of July 5, 2023, by Digital Brands Group, Inc. in favor of Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on July 7, 2023) 4.3 ​ Form of Placement Agent Warrants (incorporated by reference to Exhibit 4.30 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-272965), filed with the SEC on August 4, 2023). 4.4 ​ Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.31 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-272965), filed with the SEC on August 4, 2023). 4.5 ​ Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.32 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-272965), filed with the SEC on August 4, 2023). 10.1 ​ Form of Securities Purchase Agreement, dated April 7, 2023, by and among Digital Brands Group, Inc. and the Investors (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K/A filed with the SEC on April 18, 2023). 10.2 ​ Subscription and Investment Representation Agreement, dated May 30, 2023, by and between Digital Brands Group, Inc. and the purchaser signatory thereto (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 1, 2023). 10.3 ​ Settlement Agreement and Release, dated June 21, 2023, by and among Drew Jones, D. Jones Tailored Collection, Ltd., Harper & Jones, LLC, Digital Brands Group, Inc., and John Hilburn Davis IV (incorporated by reference to Exhibit 10.1 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023). 10.4 ​ Waiver and Amendment Agreement, dated June 21, 2023, by and among Digital Brands Group, Inc. and the investors thereto (incorporated by reference to Exhibit 10.2 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023). 10.5 ​ Securities Purchase Agreement, dated June 21, 2023, by and among Digital Brands Group, Inc. and the investors thereto (incorporated by reference to Exhibit 10.3 of Digital Brands Group Inc.’s Form 8-K filed with the SEC on June 27, 2023). 10.6 ​ Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.53 of Digital Brands Group Inc.’s Registration Statement on Form S-1/A (Reg. No. 333-272965), filed with the SEC on August 4, 2023). 31.1* ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 31.2* ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 32.1** ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2** ​ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 40 Table of Contents 101.INS* ​ Inline XBRL Instance 101.SCH* ​ Inline XBRL Taxonomy Extension Schema 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation 101.LAB* ​ Inline XBRL Taxonomy Extension Labels 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith # Indicates management contract or compensatory plan or arrangement. ​ ​ ​ 41 Table of Contents SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ DIGITAL BRANDS GROUP, INC. ​ ​ ​ August 21, 2023 By: /s/ John Hilburn Davis, IV ​ ​ John Hilburn Davis, IV, Chief Executive Officer ​ ​ ​ ​ ​ ​ August 21, 2023 By: /s/ Reid Yeoman ​ ​ Reid Yeoman, Chief Financial Officer ​ ​ ​ 42