Digital Brands Group, Inc. announced that it has entered into a security purchase agreement for private placement of a promissory notes at a principal amount of $3,068,750 for gross proceeds of $2,455,000 on April 8, 2022. The notes will be issued at a discount of 20% which is $613,750. The notes are due and payable on that date which is the earlier of three months from the date of issuance or closing of an equity financing of at least $5,000,000.

The notes will be convertible into common shares of the company at the option of the investors. The company has also issued five-year warrants exercisable for share of common stock at an exercise price equal to the lower of the Nasdaq official closing price of the common stock on the Nasdaq Capital Market (as reflected on Nasdaq.com) on the date of the Notes, and (ii) the average Nasdaq official closing price of the common stock on the Nasdaq Capital Market (as reflected on Nasdaq.com) for the five consecutive trading days ending on the date of the Notes. The company will issue securities pursuant to exemption provided under Regulation D.