DBGI Announces Closing of Exercise of Warrants for $3.2 Million in Gross Proceeds

Austin, TX, May 07, 2024 (GLOBE NEWSWIRE) -- Digital Brands Group, Inc. (“we”, “us”, “DBG” or the “Company”) (NASDAQ: DBGI), a curated collection of luxury lifestyle, digital-first brands, today announced the closing of its previously announced exercise in cash of certain outstanding warrants to purchase an aggregate of 1,027,750 shares of the Company’s common stock, originally issued by the Company on September 5, 2023, at a reduced exercise price of $3.13 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (File No. 333-274563).

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, the Company issued new unregistered Series A-1 warrants to purchase up to 1,027,750 shares of common stock and new unregistered Series B-1 warrants to purchase up to 1,027,750 shares of common stock. The new Series A-1 and Series B-1 warrants have an exercise price of $2.88 per share. The new Series A-1 warrants are exercisable immediately upon issuance for a period of five and one-half years from the date of issuance and the Series B-1 warrants are exercisable immediately upon issuance for a period of fifteen months from the date of issuance.

The gross proceeds to DBG from the exercise of the warrants were approximately $3.2 million, prior to deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this offering for working capital purposes.

The new warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock issuable upon exercise of the new warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the new warrants and the shares of common stock underlying the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon the exercise of the new warrants.