DBGI · Digital Brands Group, Inc. · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“The conditions described above — including the Company's recurring losses, negative operating cash flows, working capital deficit, the matured Bailey sellers' promissory note and the monthly payment obligations under the RallyTown secured note (see Note 7) — raise substantial doubt about the Company's ability to continue as a going concern, and the Company's plans depend in significant part on its ability to sell equity securities under the at-the-market facility and the equity line of credit and to realize expected revenues from its collegiate apparel program, which are subject to market conditions and other factors, certain of which are not within the Company's control. After considering these conditions and management's plans described above, management has concluded that its plans cannot be considered probable of being effectively implemented and of fully mitigating these conditions within twelve months from the date these financial statements are issued, because the plans depend in significant part on the sale of equity securities and other financing transactions that are not solely within the Company's control. Accordingly, substantial doubt about the Company's ability to continue as a going concern exists.”