Digital Brands Group Inc

For the period ended Oct 23, 2024. Filed Oct 23, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 23, 2024 · Filed Oct 23, 2024

DBGI$0.28-39.9%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT

**FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

December 2, 2024 AT 9:30 A.M. (EASTERN TIME)

This proxy statement is being furnished by Digital Brands Group Inc., a Delaware corporation (the “Company”), in connection with the annual meeting of stockholders (the “Meeting” or the “Annual Meeting”) to be held virtually via live audiocast onDecember 2, 2024, at 9:30 a.m. (Eastern Time). The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the Meeting by visiting www.virtualshareholdermeeting.com/DBGI2024 and entering the 16-digit control number included in our proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the phone number that is listed on the virtual meeting landing page at www.virtualshareholdermeeting.com/DBGI2024.

We anticipate that this proxy statement and the form of proxy relating to our Meeting will be mailed to our stockholders commencing on or aboutOctober 25, 2024.

The purpose of the Meeting is to seek stockholder approval of the following Proposals:

1.	To elect five (5) nominees to our Board of Directors (the “Board”);
2.	To approve the amendment of the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effectuate a reverse stock split of Company’s outstanding shares of common stock, par value $0.0001 per share, at a ratio of no less than 1-for-10 and no more than 1-for-50, with such ratio to be determined at the sole discretion of the Board (the “Reverse Split”);
3.	To ratify the appointment of Macias Gini & O’Connell LLP (“MGO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);
4.	To approve adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum (the “Adjournment Proposal”); and
5.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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