Digital Brands Group, Inc. 10-Q

ITEM 5. OTHER INFORMATION (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. (c) During the quarter ended March 31, 2025, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement. 38 ITEM 6. EXHIBITS Exhibit Number Description 4.1 Pre-Funded Warrant issued by the Company to MavDB, dated as of January 21, 2025 (incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025). 10.1 Securities Purchase Agreement between the registrant and 1800 Diagonal Lending, LLC, dated as of January 16, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025). 10.2 Promissory Note issued by the registrant to 1800 Diagonal Lending, LLC, dated January 16, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025). 10.3 Vendor Agreement between the registrant and MavDB Consulting LLC, dated as of January 21, 2025 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025). 10.4 Promissory Note issued by the Company to Bartch, dated January 22, 2025 (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025). 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 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. 39 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. Date: May 15, 2025 By: /s/ John Hilburn Davis, IV John Hilburn Davis, IV, Chief Executive Officer Date: May 15, 2025 By: /s/ Reid Yeoman Reid Yeoman, Chief Financial Officer 40