| (1) |
Pursuant
to Rule 416 under the Securities Act, this registration statement shall also cover an indeterminate number of shares of Common Stock
of Digital Brands Group, Inc. that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
Represents Shares of Common Stock that may be offered for resale Selling Stockholders described in this prospectus, comprised of
(i) 11,373 July Crimson Tide Shares, (ii) 24,477 October Crimson Tide Shares,
(iii) 385,107 Grove Collective Shares, and (iv) 157,186 Buffalo Sports Shares. |
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| (2) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based
on the average of the high and low prices of the shares of Common Stock as reported on The Nasdaq Capital Market on December 8,
2025. |
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| (3) |
Pursuant
to Rule 416 under the Securities Act, this registration statement shall also cover an indeterminate
number of shares of Common Stock of Digital Brands Group, Inc. that may be issued and resold
resulting from stock splits, stock dividends or similar transactions. Represents Shares of
Common Stock that may be offered for resale Selling Stockholders described in this prospectus,
comprised of (i) 1,081,731 Holdco Shares, and (ii) 360,577 AAA Shares.
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| (4) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule
457(c) under the Securities Act, based on the average of the high and low prices of the shares
of Common Stock as reported on The Nasdaq Capital Market on October 17, 2025.
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