EX-FILING FEES 6 dbgi-20230630xexfilingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Digital Brands Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Table 1: Newly Registered and Carry Forward Securities

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​ | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount To Be Registered(1) | Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share | 457(c) | 32,000 | $11.26(2) | $360,320.00 | 0.00011020 | $39.71
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share, issuable upon exercise of pre-funded warrants | 457(c) | 481,875(3) | $11.26 | $5,425,912.50 | 0.00011020 | $597.94
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share, issuable upon exercise of series A warrants | 457(c) | 513,875(4) | $11.26 | $5,786,232.50 | 0.00011020 | $637.64
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share, issuable upon exercise of series B warrants | 457(c) | 513,875(5) | $11.26 | $5,786,232.50 | 0.00011020 | $637.64
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share, issuable upon exercise of placement agent common stock purchase warrants | 457(c) | 38,541(6) | $11.26 | $433,971.66 | 0.00011020 | $47.82
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Carry Forward Securities
Carry Forward Securities | N/A | N/A | N/A | N/A | ​ | N/A | ​ | ​
​ | Total Offering Amounts | ​ | 17,792,669.16 | ​ | $1,960.75
​ | Total Fees Previously Paid | ​ | ​ | ​ | N/A
​ | Total Fee Offsets | ​ | ​ | ​ | $779.39
​ | Net Fee Due | ​ | ​ | ​ | $1,181.36

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(1) | Represents the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Digital Brands Group, Inc. (“Registrant”) that will be offered for resale by the selling stockholders pursuant to the prospectus contained in the registration statement to which this exhibit is attached. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares of Common Stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.

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(2) | Pursuant to Rule 457(c) under the Securities Act, calculated on the basis of the average of the high and low prices per share of the Registrant’s Common Stock reported on the Nasdaq Capital Market on September 14, 2023, a date within five business days prior to the initial filing of the registration statement to which this exhibit is attached.

(3) | Represents shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase Common Stock at an exercise price of $0.0001 per share issued by the Registrant on September 5, 2023.

(4) | Represents shares of Common Stock issuable upon the exercise of series A warrants to purchase Common Stock at an exercise price of $9.43 per share issued by the Registrant on September 5, 2023.

(5) | Represents shares of Common Stock issuable upon the exercise of series B warrants to purchase Common Stock at an exercise price of $9.43 per share issued by the Registrant on September 5, 2023.

(6) | Represents shares of Common Stock issuable upon the exercise of placement agent common stock purchase warrants to purchase Common Stock at an exercise price of $12.16 per share issued by the Registrant on September 5, 2023.

Table 2—Fee Offset Claims and Sources

| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
​ | ​ | ​ | ​ | ​ | ​ | ​ | Rule 457(p) | ​ | ​ | ​ | ​
Fee Offset Claims | Digital Brands Group, Inc. | S-1 | 333- 272965(1) | June 28, 2023 |  | $760.38 | Equity | Common Stock, par value $0.0001 per share | N/A | $6,900,000 |
Fee Offset Claims | Digital Brands Group, Inc. | S-1 | 333-272965(1) | June 28, 2023 |  | $19.01 | Equity | Common Stock issuable upon exercise of Representative Warrants | N/A | $172,500 |
Fee Offset Sources | Digital Brands Group, Inc. | S-1 | 333-272965(1) | ​ | June 28, 2023 |  |  |  |  |  | $779.39

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(1) | The registrant withdrew the registration statement on Form S-1 (No. 333-272965) by filing a Form RW on September 5, 2023. The withdrawn registration statement on Form S-1 (No. 333-272965) was not declared effective and no securities were sold thereunder.