Digital Brands Group, Inc. entered into letter agreements with holders of previously issued common share purchase warrants to modify exercise terms.

Digital Brands Group, Inc. ("DBG" or the "Company") (Ticker: [NASDAQ:DBGI]), a publicly traded company specializing in eCommerce and Fashion, today announced that it has entered into letter agreements (the "Agreements") with certain existing holders (the "Holders") of Common Share Purchase Warrants (the "Existing Warrants") previously issued by the Company in an offering pursuant to that certain Registration Statement Form S-1 declared effective on February 11, 2025 (File No.: 333-284508). The Existing Warrants are scheduled to expire on February 17, 2026, and have an exercise price of $0.66 per share.

Pursuant to the Agreement, each Holder agreed to exercise (i) 591,492 of its Existing Warrants at an exercise price of $0.66 per share upon entry into the Agreement and (ii) 2,408,508 New Warrants (as defined below) at an exercise price of $0.66 per share on or before June 17, 2026. The Holders exercised an aggregate amount of 2,365,968 Existing Warrants, which resulted in aggregate proceeds to the Company of approximately $1.54 million.

In consideration for each Holder's agreement to exercise certain Existing Warrants as set forth in the Agreement, the Company agreed to issue to each Holder new Common Share Purchase Warrants (the "New Warrants") entitling each Holder to purchase up 2,408,508 shares of the Company's common stock (the "Common Stock") by June 17, 2026 at an exercise price of $0.66 per share (the "New Warrants"). Except for the expiration date, the New Warrants are substantially similar to the Existing Warrants in all material respects.

Pursuant to the Agreement, the Company agreed to register the shares of Common Stock issuable upon conversion of the New Warrants for resale pursuant to a Registration Statement on Form S-3, which is to be initially filed by the Company by no later than February 27, 2026.

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