SecProbe.io

CORRESP
 1
 filename1.htm

 May
12, 2026

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:

 Digital
 Brands Group, Inc. ("Company")

 Registration
 Statement on Form S-3

 Filed
 May 5, 2026

 File
 No. 333-295568

 VIA
EDGAR

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, the Company hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 so
that it will become effective at 4:00 p.m. Eastern Time, on Wednesday, May 13, 2026, or as soon thereafter as practicable.

 The
Company hereby authorizes Edward Welch of Lucosky Brookman LLP, counsel to the Company, to orally modify or withdraw this request for
acceleration. Please contact Mr. Welch at (732) 395-4415 with any questions you may have, and please notify him when this request for
acceleration has been granted.

 Thank
you for your courtesy and cooperation in this matter.

 Sincerely,

 DIGITAL
 BRANDS GROUP, INC.

 By:
 /s/
 John Hilburn Davis IV

 Name:

 John
 Hilburn Davis IV

 Title:

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2026

John Hilburn Davis, IV
Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701

 Re: Digital Brands Group, Inc.
 Registration Statement on Form S-3
 Filed May 5, 2026
 File No. 333-295568
Dear John Hilburn Davis IV:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Christopher Dunham at 202-551-3783 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Edward Welch, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 DIGITAL
BRANDS GROUP, INC.

 1400
Lavaca Street

 Austin,
Texas 78701

 December
16, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Digital
 Brands Group, Inc.

 Registration
 Statement on Form S-1

 Filed
 November 7, 2025

 File
 No. 333-291035

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: December 17, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 To
Whom It May Concern:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Brands Group, Inc. (the "Registrant") hereby requests that
the U.S. Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-291035) to become effective on December 17, 2025 at 5:00 p.m. Eastern Time, or as soon as
practicable thereafter.

 The
Registrant hereby authorizes Edward Welch of Lucosky Brookman LLP, counsel to the Registrant, to orally modify or withdraw this request
for acceleration. Please contact Mr. Welch at (732) 395-4415 with any questions you may have, and please notify him when this request
for acceleration has been granted.

 Thank
you for your courtesy and cooperation in this matter.

 Very
 truly yours,

 DIGITAL
 BRANDS GROUP, INC.

 By:
 /s/
 John Hilburn Davis IV

 Name:

 John
 Hilburn Davis IV

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 DIGITAL
BRANDS GROUP, INC.

 1400
Lavaca Street

 Austin,
Texas 78701

 November
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Digital
 Brands Group, Inc.

 Registration
 Statement on Form S-3

 Filed
 November 7, 2025

 File
 No. 333-291361

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: November 26, 2025

 Requested Time: 5:00 p.m., Eastern Time

 To
Whom It May Concern:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Brands Group, Inc. (the "Registrant"), hereby requests
that the U.S. Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-291361) to become effective on November 26, 2025 at 5:00 p.m. Eastern Time, or as soon
as practicable thereafter.

 The
Registrant hereby authorizes Edward Welch of Lucosky Brookman LLP, counsel to the Registrant, to orally modify or withdraw this request
for acceleration. Please contact Mr. Welch at (732) 395-4415 with any questions you may have, and please notify him when this request
for acceleration has been granted .

 Thank
you for your courtesy and cooperation in this matter.

 Very
 truly yours,

 DIGITAL
 BRANDS GROUP, INC.

 By:
 /s/
 John Hilburn Davis IV

 Name:
 John
 Hilburn Davis IV

 Title:
 Chief
 Executive Officer

CORRESP
1
filename1.htm

February
7, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Digital
    Brands Group, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-284508) -

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

RBW
Capital Partners LLC (“RBW”), acting through Dawson James Securities, Inc. (“Dawson”), solely acting
as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-284508) (the “Registration
Statement”), hereby concurs, as well as Dawson hereby concurs, in the request by Digital Brands Group, Inc. that the effective
date of the above-referenced registration statement be accelerated to 4:00 P.M. Eastern Time on Tuesday, February 11, 2025, or as soon
as practicable thereafter, pursuant to Rule 461 under the Securities Act. RBW and Dawson affirm that they are aware of their obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    RBW CAPITAL PARTNERS LLC

    By:
    /s/
    Joe Giamichael  

    Name:

    Joe
    Giamichael

    Title:
    Managing
    Partner

    DAWSON JAMES SECURITIES, INC.

    By:

    /s/
    Robert D. Keyser, Jr.  

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Digital
Brands Group, Inc.

1400
Lavaca Street

Austin,
TX 78701

February
7, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Digital
    Brands Group, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001668010

    File
    No. 333-284508

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. (Eastern
Time) on Tuesday, February 11, 2025, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Digital
    Brands Group, Inc.

    /s/
    John Hilburn Davis IV

    John
    Hilburn Davis IV

    Chief
    Executive Officer

January 29, 2025
John Hilburn David IV
Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin , TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed January 27, 2025
File No. 333-284508
Dear John Hilburn David IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

October
24, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Digital
    Brands Group, Inc.

    Registration
    Statement on Form S-1 (Registration No. 333-282047) -

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

RBW
Capital Partners LLC (“RBW”), acting through Dominari Securities LLC (“Dominari”), solely acting
as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-282047) (the “Registration
Statement”), hereby concurs, as well as Dominari hereby concurs, in the request by Digital Brands Group, Inc. that the effective
date of the above-referenced registration statement be accelerated to 4:00 P.M. Eastern Time on Monday, October 28, 2024, or as soon
as practicable thereafter, pursuant to Rule 461 under the Securities Act. RBW and Dominari affirm that they are aware of their obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very
    truly yours,

    RBW
    CAPITAL PARTNERS LLC

    By:

    /s/
    Philip Gaucher

    Name:
    Philip
    Gaucher

    Title:
    Managing
    Partner

    DOMINARI
    SECURITIES LLC

    By:

    /s/
    Eric Newman

    Name:

    Eric
    Newman

    Title:

    Executive
    Vice President

CORRESP
1
filename1.htm

Digital
Brands Group, Inc.

1400
Lavaca Street

Austin,
TX 78701

October
24, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Digital
    Brands Group, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001668010

    File
    No. 333-282047

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Intrusion, Inc. hereby respectfully requests that the effective date
of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. (Eastern Time) on Monday,
October 28, 2024, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Digital
    Brands Group, Inc.

    /s/
    John Hilburn Davis IV

    John
    Hilburn Davis IV

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Digital
Brands Group, Inc.

1400
Lavaca Street

Austin,
TX 78701

October
15, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Digital
    Brands Group, Inc.

    Withdrawal
    of Acceleration Request for Registration Statement on Form S-1

    CIK
    No. 0001668010

    File
    No. 333-282047

Ladies
and Gentlemen:

Reference
is made to our letter, dated October 11, 2024, in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:00 p.m., Eastern Time, on October 15, 2024. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

*
* * *

Very
Truly Yours,

    Digital
    Brands Group, Inc.

    /s/
    John Hilburn Davis IV

    John
    Hilburn Davis IV

    Chief
    Executive Officer

cc:
Craig D. Linder, Esq.

CORRESP
1
filename1.htm

October
15, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Digital
    Brands Group, Inc.

    Withdrawal
    of Acceleration Request for Registration Statement on Form S-1

    File
    No. 333-282047

Ladies
and Gentlemen:

Reference
is made to our letter, dated October 11, 2024, in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:00 p.m., Eastern Time, on October 15, 2024. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    RBW
    CAPITAL PARTNERS LLC

    By:

    /s/
    Philip Gaucher

    Name:
    Philip
    Gaucher

    Title:
    Managing
    Partner

    DOMINARI
    SECURITIES LLC

    By:

    /s/
    Eric Newman

    Name:

    Eric
    Newman

    Title:

    Executive
    Vice President

CORRESP
1
filename1.htm

October
11, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Digital
    Brands Group, Inc.

Registration
Statement on Form S-1 (Registration No. 333-282047) -

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

RBW
Capital Partners LLC (“RBW”), acting through Dominari Securities LLC (“Dominari”), solely acting
as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-282047) (the “Registration
Statement”), hereby concurs, as well as Dominari hereby concurs, in the request by Digital Brands Group, Inc. that the effective
date of the above-referenced registration statement be accelerated to 4:00 P.M. Eastern Time on Tuesday, October 15, 2024, or as soon
as practicable thereafter, pursuant to Rule 461 under the Securities Act. RBW and Dominari affirm that they are aware of their obligations
under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very
    truly yours,

    RBW
    CAPITAL PARTNERS LLC

    By:

    /s/
Philip Gaucher

    Name:
    Philip
    Gaucher

    Title:
    Managing
    Partner

    DOMINARI
    SECURITIES LLC

    By:

    /s/
    Eric Newman

    Name:

    Eric
    Newman

    Title:

    Executive
    Vice President

CORRESP
1
filename1.htm

Digital
Brands Group, Inc.

1400
Lavaca Street

Austin,
TX 78701

October
11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Digital
    Brands Group, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001668010

    File
    No. 333-282047

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Intrusion, Inc. hereby respectfully requests that the effective date
of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. (Eastern Time) on Tuesday,
October 15, 2024, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Digital
    Brands Group, Inc.

    /s/
    John Hilburn Davis IV

    John
    Hilburn Davis IV

    Chief
    Executive Officer

September 18, 2024
John Hilburn David, IV
Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282047
Dear John Hilburn David IV:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Craig D. Linder, Esq.

United States securities and exchange commission logo
June 7, 2024
John Hilburn Davis IV
Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-3
Filed June 4, 2024
File No. 333-279934
Dear John Hilburn Davis IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Craig D. Linder

CORRESP
1
filename1.htm

Digital
Brands Group, Inc.

1400
Lavaca Street

Austin,
TX 78701

June
7, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Ms. Rebekah Reed

    Re:
    Digital
    Brands Group, Inc.

Registration
Statement on Form S-3

(File
No. 333-279934)

Acceleration
Request

Requested
Date: June 11, 2024

Requested
Time: 4:00 PM Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the Registration Statement on
Form S-3 (File No. 333-279934) (the “Registration Statement”) to become effective on
June 11, 2024 at 4:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may
orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby
authorizes Craig D. Linder, Esq. of Anthony, Linder & Cacomanolis, PLLC, counsel to the Registrant, to make such request on its
behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Craig D. Linder, Esq. of Anthony, Linder
& Cacomanolis, PLLC, counsel to the Registrant, at (561) 514-0936.

    Very truly yours,

    Digital Brands Group, Inc.

    By:
    /s/
    John Hilburn Davis IV

    John
    Hilburn Davis IV

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq., Anthony, Linder & Cacomanolis, PLLC

United States securities and exchange commission logo
September 22, 2023
John Hilburn Davis IV
Director, President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed September 18, 2023
File No. 333-274563
Dear John Hilburn Davis IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas J. Poletti, Esq.

CORRESP
1
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DIGITAL BRANDS GROUP, INC.

1400 Lavaca Street

Austin, Texas 78701

September 22, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

    Registration Statement on Form S-1

    File Number 333-274563

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-1 (File No. 333-274563) be accelerated to 4:30 p.m., Eastern Time,
on Monday, September 25, 2023, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this request. In addition,
please notify Mr. Poletti by telephone when this request for acceleration has been granted.

Respectfully,

DIGITAL BRANDS GROUP, INC.

By:
/s/ John Hilburn Davis IV

Name:
John Hilburn Davis IV

Title:
President and Chief Executive Officer

 cc: Manatt, Phelps & Phillips, LLP

CORRESP
1
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DIGITAL BRANDS GROUP, INC.

1400 Lavaca Street

Austin, Texas 78701

February 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

    Registration Statement on Form S-1

    File Number 333-269463

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-1 (File No. 333-269463) be accelerated to 4:30
p.m., Eastern Time, on Wednesday, February 8, 2023, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding
this request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    DIGITAL BRANDS GROUP, INC.

    By:

    /s/ John Hilburn Davis IV

    Name:
    John Hilburn Davis IV

    Title:
    President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
February 3, 2023
John Hilburn Davis IV
President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed January 30, 2023
File No. 333-269463
Dear John Hilburn Davis IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti, Esq.

CORRESP
1
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DIGITAL BRANDS GROUP, INC.

1400 Lavaca Street

Austin, Texas 78701

November 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

    Registration
Statement on Form S-1

    File Number
333-268213

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests
that the effective date of the above referenced Registration Statement on Form S-1 (File No. 333-268213) be accelerated
to 10:00 a.m., Eastern Time, on Tuesday, November 29, 2022, or as soon as practicable thereafter.

Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may
have regarding this request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    DIGITAL BRANDS GROUP, INC.

    By:
    /s/ John Hilburn Davis IV

    Name:
    John Hilburn Davis IV

    Title:
    President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

CORRESP
1
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Digital Brands Group, Inc.

1400 Lavaca Street

Austin, TX 78701

November 4, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Alyssa Wall

    Re:
    Digital Brands Group, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333 – 268045

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Digital Brands Group, Inc. (the “Company”) hereby respectfully requests that its Registration Statement on Form S-3, as amended
(333 – 268045) be declared effective at 4:30 p.m., Eastern Time, on November 8, 2022, or as soon thereafter as practicable.

Please contact Thomas J. Poletti, Esq. of Manatt, Phelps & Phillips,
LLP, counsel to the Company, by telephone at (714) 371-2501 or by email at tpoletti@manatt.com with any questions regarding the foregoing
and to confirm the effectiveness of the Registration Statement.

    Very truly yours,

    DIGITAL BRANDS GROUP, INC.

    By: /s/ John Hilburn Davis IV

    Name: John Hilburn Davis IV

    Title: President and CEO

United States securities and exchange commission logo
November 2, 2022
John Hilburn Davis IV
Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-3
Filed October 28, 2022
File No. 333-268045
Dear John Hilburn Davis IV:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

CORRESP
1
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Digital Brands Group, Inc.

1400 Lavaca Street

Austin, TX 78701

September 6, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:      Brian Fetterolf

Re:                    Digital
Brands Group, Inc.

Registration Statement on Form S-3, as amended

File No. 333 – 266486

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Digital Brands Group, Inc. (the “Company”) hereby respectfully requests that its Registration Statement on Form S-3,
as amended (333 – 266486) be declared effective at 4:30 p.m., Eastern Time, on September 8, 2022, or as soon thereafter as
practicable.

Please
contact Thomas J. Poletti, Esq. of Manatt, Phelps & Phillips, LLP, counsel to the Company, by telephone at (714) 371-2501
or by email at tpoletti@manatt.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration
Statement.

    Very truly yours,

    DIGITAL BRANDS GROUP, INC.

    By:
    /s/
    John Hilburn Davis IV

    Name: John Hilburn Davis IV

    Title: President and CEO

United States securities and exchange commission logo
August 15, 2022
John Hilburn Davis, IV
President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-3
Filed August 3, 2022
File No. 333-266486
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

CORRESP
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DIGITAL BRANDS GROUP, INC.

1400 Lavaca Street

Austin, Texas 78701

May 5, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

Registration Statement on Form S-1

File Number
333-264347

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-1 (File No. 333-264347) be accelerated to 5:30
p.m., Eastern Time, on Thursday, May 5, 2022, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding
this request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

    Respectfully,

    DIGITAL BRANDS GROUP, INC.

    By:
    /s/ John Hilburn Davis IV

    Name:
    John Hilburn Davis IV

    Title:
    President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

May 5, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Taylor Beech

Re: Digital Brands Group Inc.

Registration Statement
on Form S-1

Filed May 5, 2022

File No. 333- 264347

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Alexander Capital, L.P., as representative of the several underwriters,
hereby joins Digital Brands Group Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate
action to cause the Registration Statement on Form S-1 (File No. 333-264347) (the “Registration Statement”)
to become effective on Thursday, May 5, 2022, at 5:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Manatt, Phelps & Phillips, LLP, request by telephone that such Registration Statement
be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that we have
distributed approximately 300+ copies of the Preliminary Prospectus dated April 26, 2022 through the date hereof, to underwriters,
dealers, institutions and others.

The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have
complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  ALEXANDER CAPITAL, L.P.

 By: /s/ Jonathan Gazdak

 Name: Jonathan Gazdak

 Title: Managing Director - Head of Investment Banking

United States securities and exchange commission logo
January 24, 2022
Hil Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Draft Registration Statement on Form S-1
Submitted January 19, 2022
CIK No. 0001668010
Dear Mr. Davis:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Ryan Lichtenfels at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

CORRESP
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DIGITAL BRANDS GROUP,
INC.

1400 Lavaca Street

Austin, Texas 78701

January 3, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

  Registration Statement on Form S-1

  File Number 333-261865

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective date
of the above referenced Registration Statement on Form S-1 (File No. 333-261865) be accelerated to 4:30 p.m., Eastern
Time, on Wednesday, January 5, 2022, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

Respectfully,

DIGITAL BRANDS GROUP, INC.

By:
/s/ John Hilburn Davis IV

Name:
John Hilburn Davis IV

Title:
President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

CORRESP
1
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DIGITAL BRANDS GROUP,
INC.

1400 Lavaca Street

Austin, Texas 78701

January 3, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

  Registration Statement on Form S-1

  File Number 333-261451

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective date
of the above referenced Registration Statement on Form S-1 (File No. 333-261451) be accelerated to 4:30 p.m., Eastern
Time, on Wednesday, January 5, 2022, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

Respectfully,

DIGITAL BRANDS GROUP, INC.

By:
/s/ John Hilburn Davis IV

Name:
John Hilburn Davis IV

Title:
President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
December 30, 2021
John Hilburn Davis, IV
President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed December 23, 2021
File No. 333-261865
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

United States securities and exchange commission logo
December 8, 2021
John Hilburn Davis, IV
President and Chief Executive Officer
Digital Brands Group, Inc.
1400 Lavaca Street
Austin, TX 78701
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed December 1, 2021
File No. 333-261451
Dear Mr. Davis:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 1, 2021
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE, page 101
1.It appears that you are ineligible to incorporate by reference because you have not yet
filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act
for your most recently completed fiscal year. See General Instruction VII.C to Form S-1
regarding eligibility to use incorporation by reference.  In this regard, please revise to
include all of the disclosure required by Form S-1, and remove your disclosure
incorporating by reference to certain of your filings.

 FirstName LastNameJohn Hilburn  Davis, IV
 Comapany NameDigital Brands Group, Inc.
 December 8, 2021 Page 2
 FirstName LastName
John Hilburn  Davis, IV
Digital Brands Group, Inc.
December 8, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennie Beysolow at 202-551-8108 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

CORRESP
1
filename1.htm

May 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:      Mr. Shapira,
Ms. Brilliant, Ms. Beech and Ms. Peyser

Re:                Digital
Brands Group Inc.

Registration Statement
on Form S-1

Filed May 12, 2021

File No. 333-255193

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Kingswood Capital Markets, division of Benchmark Investments, Inc.,
as representative of the several underwriters, hereby joins Digital Brands Group Inc. (the “Company”) in requesting that the
Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-255193)
(the “Registration Statement”) to become effective on Thursday, May 13, 2021, at 4:30 p.m., Eastern Time, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Manatt, Phelps & Phillips, LLP, request
by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that we have
distributed approximately 300+ copies of the Preliminary Prospectus dated May 12, 2021 through the date hereof, to underwriters,
dealers, institutions and others.

The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have
complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    KINGSWOOD CAPITAL MARKETS,

    a division of Benchmark Investments, Inc.

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
filename1.htm

DIGITAL BRANDS GROUP,
INC.

1400 Lavaca Street

Austin, Texas 78701

May 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Digital Brands Group, Inc.

  Registration Statement on Form S-1

  File Number 333-255193

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Digital Brands Group, Inc. hereby respectfully requests that the effective date
of the above referenced Registration Statement on Form S-1 (File No. 333 255193) be accelerated to 4:30 p.m., Eastern
Time, on Thursday May 13, 2021, or as soon as practicable thereafter.

Please contact Thomas
J. Poletti of Manatt, Phelps & Phillips, LLP at (714) 371-2501 with any questions you may have regarding this
request. In addition, please notify Mr. Poletti by telephone when this request for acceleration has been granted.

Respectfully,

DIGITAL BRANDS GROUP, INC.

By:
/s/ John Hilburn Davis IV

Name:
John Hilburn Davis IV

Title:
President and Chief Executive Officer

    cc:
    Manatt, Phelps & Phillips, LLP

CORRESP
1
filename1.htm

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

    May 12, 2021

Via
EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Shapiro, Ms. Brillant,
Ms. Beech and Ms. Peyser, Office of Trade & Services

Re: Digital Brands Group, Inc.

  Amendment No. 4 to Registration Statement on Form S-1

  Filed May 11, 2021

  CIK No. 0001668010

Dear Mr. Shapiro, Ms. Brillant, Ms. Beech
and Ms. Peyser:

On behalf of our client, Digital Brands Group, Inc.
(the “Company”), we hereby file Amendment No. 5 to the Company’s Registration Statement on Form S-1
(the “Amendment No. 5”). Amendment No. 5 is filed to provide responses to comments (the “Comments”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in
a letter dated May 11, 2021 (the “Staff’s Letter”) relating to the Company’s Amendment No. 4
to Registration Statement on Form S-1 as submitted with the Commission on May 11, 2021. In order to facilitate your review,
we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis.
The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references
are to Amendment No. 5. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 5.

Amendment No. 4 to Registration Statement
on Form S-1 Filed May 11, 2021

Description of Capital Stock

Anti-Takeover Provisions and Choice of Forum, page 106

1.            Disclose
the super-majority vote required to amend your Bylaws.

Response: The Company’s Form of
Sixth Amended and Restated Charter and Form of Amended and Restated Bylaws attached as Exhibits 3.3 and 3.5, respectively, to the
Registration Statement have been amended to reflect a simple majority vote required to amend the Company’s Bylaws.

    1

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

Choice of Forum, page 107

2.            We
note the exclusive forum provision in your second amended and restated certificate of incorporation provides that the federal district
courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act, yet your disclosure in this section states that the exclusive forum provision does not apply to the Securities
Act. Please revise for consistency with your charter. In addition, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. Accordingly, please also revise your risk factor on page 36 to affirmatively state that there
is uncertainty as to whether a court would enforce such provision.

Response: Per the SEC’s Comment, the
Registration Statement has been revised accordingly.

Digital Brands Group, Inc. Consolidated Financial Statements,
page F-1

3.            We
note per the summary on page 6 that immediately prior to the effective date of this offering, all shares of outstanding preferred
stock will be converted into shares of common stock on a one-for-one basis, and then split in a 1-for-15.625 reverse stock split. Please
revise your financial statements to give retroactive effect to the change in capital structure pursuant to SAB Topic 4:C. Please also
ensure that the disclosures throughout the filing are consistently presented to give retroactive effect to these changes.

Response: In response to the Commission's comment #3, the Company has updated its historical financials - where applicable - to reflect the reverse
split on outstanding shares of common stock, which effective on the date of the proposed initial public offering. With respect to outstanding
preferred shares, the Company incorporated a disclosure in the applicable financial statements that notes proportional adjustments to
existing conversion ratios will be made for each series of outstanding preferred stock. This presentation / methodology was discussed
with a representative of the Commission Staff and has been similarly used in recent filings that have been approved by the Commission
(e.g., Hoth Therapeutics, Inc.).

Report of Independent Registered Public Accounting Firm, page F-2

4.            Please
ensure that your auditors revise their report to reference the above changes in capital and to dual-date their opinion in accordance with
paragraph .05 of PCAOB Auditing Standard 3110.

Response: Per the SEC’s Comment, the
auditor’s report has been revised accordingly.

    2

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

Note 7: Liabilities and Debt, page F-22

5.            We
note per your revised disclosure in Footnote 7 that the facility due date was extended to December 31, 2022 "with certain payments
due prior to such date upon the occurrence of contingent events defined by the amended agreement." Please expand your disclosure
to explain in detail "certain payments" and "the occurrence of contingent events." Your revised disclosure should
be consistent with the information provided in the Liquidity and Capital Resources discussion on page 73.

Response: Per the SEC’s Comment, the
Registration Statement has been revised accordingly.

Should you or the Staff have
additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (714) 371-2501.

  Sincerely,

  /s/ Thomas Poletti

  Thomas Poletti

cc: John
Hilburn Davis, Chief Executive Officer

    3

United States securities and exchange commission logo
May 11, 2021
John Hilburn Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
4700 South Boyle Avenue
Vernon, California 90058
Re:Digital Brands Group, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 11, 2021
File No. 333-255193
Dear Mr. Davis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Description of Capital Stock
Anti-Takeover Provisions and Choice of Forum, page 106
1.Disclose the super-majority vote required to amend your Bylaws.
Choice of Forum, page 107
2.We note the exclusive forum provision in your second amended and restated certificate of
incorporation provides that the federal district courts of the United States of America shall
be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act, yet your disclosure in this section states that the exclusive
forum provision does not apply to the Securities Act.  Please revise for consistency with

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 May 11, 2021 Page 2
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
May 11, 2021
Page 2
your charter.  In addition, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
Accordingly, please also revise your risk factor on page 36 to affirmatively state that there
is uncertainty as to whether a court would enforce such provision.
Digital Brands Group, Inc. Consolidated Financial Statements, page F-1
3.We note per the summary on page 6 that immediately prior to the effective date of this
offering, all shares of outstanding preferred stock will be converted into shares of
common stock on a one-for-one basis, and then split in a 1-for-15.625 reverse stock split.
Please revise your financial statements to give retroactive effect to the change in capital
structure pursuant to SAB Topic 4:C.  Please also ensure that the disclosures throughout
the filing are consistently presented to give retroactive effect to these changes.
Report of Independent Registered Public Accounting Firm, page F-2
4.Please ensure that your auditors revise their report to reference the above changes in
capital and to dual-date their opinion in accordance with paragraph .05 of PCAOB
Auditing Standard 3110.
Note 7: Liabilities and Debt, page F-22
5.We note per your revised disclosure in Footnote 7 that the facility due date was extended
to December 31, 2022 "with certain payments due prior to such date upon the occurrence
of contingent events defined by the amended agreement."  Please expand your disclosure
to explain in detail "certain payments" and "the occurrence of contingent events."  Your
revised disclosure should be consistent with the information provided in the Liquidity and
Capital Resources discussion on page 73.
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti, Esq.

CORRESP
1
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    Thomas Poletti

    manatt
    Manatt, Phelps & Phillips, LLP

    manatt | phelps | phillips
    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

May 11, 2021

VIA EDGAR

Division of Corporation Finance

U.S.
Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Shapiro, Ms. Brillant, Ms. Beech and Ms.
Peyser, Office of Trade & Services

    Re:
    Digital Brands Group, Inc.

    Amendment
No. 3 to Registration Statement on Form S-1

    Filed April 27, 2021

    File
    No. 333-255193

Dear Mr. Shapiro, Ms. Brillant, Ms. Beech and Ms. Peyser:

On behalf
of our client, Digital Brands Group, Inc. (the “Company”), we hereby file Amendment No. 4 to the Company’s Registration
Statement on Form S-1 (the “Amendment No. 4”). Amendment No. 4 is filed to provide responses to comments (the “Comments”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued
in a letter dated May 10, 2021 (the “Staff’s Letter”) relating to the Company’s Amendment No. 3 to Registration
Statement on Form S-1 as submitted with the Commission on April 27, 2021. In order to facilitate your review, we have responded, on behalf
of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth
below in bold font and our response follows each respective Comment. In our response, page number references are to Amendment No. 4.
Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form
S-1 filed April 27, 2021

Management's Discussion and Analysis of Financial
Condition and Results of Operations

Liquidity and Capital Resources, page 73

Year ended December 31, 2020 compared to the Year Ended
December 31, 2019, page 67

1.            We
note your revised disclosure in response to our prior comment 3 and reissue our comment in part. Please disclose whether you intend or
have any current plans to conduct follow-on offerings prior to July 31, 2021 and September 30, 2021 and discuss how the standstill provision
described on page 119 might impact your ability to do so.

Response: Pursuant to the Staff’s Comment, the Company
has revised the registration statement to state that while the Company has no current plans to conduct a follow on offering prior to July
31, 2021 and September 30, 2021, it may effect such an offering if market conditions are favorable for such an offering and should the
representative agree to waive the standstill provision set forth in the registration statement, noting that there is no assurance that
even if market conditions are favorable that the representative will waive the standstill provision. Also disclosed is the fact that in
such a case the Company anticipates to make any required payments under its senior credit facility from cash generated from operations.

    1

    Thomas Poletti

    manatt

manatt | phelps | phillips

Notes to Consolidated Financial Statements

Note 7: Liabilities and Debt, page F-22

2.            We
note your response to prior comment and your revised discussion on page 73 that the scheduled maturity date for the senior credit agreement
is December 31, 2022. We also note per Note 7 to the Digital Brands Group financial statements that there is a balloon payment for the
full principal amount due at maturity in June 2021, which may be extended to December 31, 2022. Please explain the difference in the maturity
dates and revise your disclosures accordingly.

Response: Pursuant to the Staff’s
Comment, the Company has revised Note 7 to the Digital Brands Group Financial Statement to clarify that the maturity date of the senior
credit agreement is December 31, 2022.

    2

    Thomas Poletti

    manatt
    Manatt, Phelps & Phillips, LLP

    manatt | phelps | phillips
    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

Should you or the Staff have additional questions or comments
regarding the foregoing, please do not hesitate to contact the undersigned at (714) 371-2501.

  Sincerely,

  /s/
Thomas Poletti

  Thomas Poletti

  cc: John Hilburn Davis, Chief Executive Officer

    3

United States securities and exchange commission logo
May 10, 2021
John Hilburn Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
4700 South Boyle Avenue
Vernon, California 90058
Re:Digital Brands Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 27, 2021
File No. 333-255193
Dear Mr. Davis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 23, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed April 27, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 73
1.We note your revised disclosure in response to our prior comment 3 and reissue our
comment in part.  Please disclose whether you intend or have any current plans to
conduct follow-on offerings prior to July 31, 2021 and September  30, 2021 and discuss
how the standstill provision described on page 119 might impact your ability to do so.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 May 10, 2021 Page 2
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
May 10, 2021
Page 2
Notes to Consolidated Financial Statements
Note 7: Liabilities and Debt, page F-22
2.We note your response to prior comment 3 and your revised discussion on page 73 that
the scheduled maturity date for the senior credit agreement is December 31, 2022.  We
also note per Note 7 to the Digital Brands Group financial statements that there is a
balloon payment for the full principal amount due at maturity in June 2021, which may be
extended to December 31, 2022.  Please explain to us the difference in the maturity dates
and revise your disclosures accordingly.
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti, Esq.

CORRESP
1
filename1.htm

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

April 27, 2021

Via
EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Shapiro, Ms. Brillant, Ms. Beech
and Ms. Peyser, Office of Trade & Services

 Re:
                            Digital Brands Group, Inc.

Amendment No. 2 to Registration
Statement on Form S-1

Filed April 13, 2021

File No. 333-255193

Dear Mr. Shapiro, Ms. Brillant, Ms. Beech and
Ms. Peyser:

On behalf of our client, Digital
Brands Group, Inc. (the “Company”), we hereby file Amendment No. 3 to the Company’s Registration Statement on
Form S-1 (the “Amendment No. 3”). Amendment No. 3 is filed to provide responses to comments (the “Comments”)
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued in
a letter dated April 23, 2021 (the “Staff’s Letter”) relating to the Company’s Amendment No. 2 to Registration
Statement on Form S-1 as submitted with the Commission on April 13, 2021. In order to facilitate your review, we have responded, on behalf
of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis. The Comments are set forth below
in bold font and our response follows each respective Comment. In our response, page number references are to Amendment No. 3. Terms used
but not defined herein have the respective meanings assigned thereto in Amendment No. 3.

Amendment No. 2 to Registration Statement
on Form S-1 filed April 13, 2021

Management's Discussion and
Analysis of Financial Condition and Results of Operations Bailey 44, LLC; Results of Operations

Year ended December 31,
2020 compared to the Year Ended December 31, 2019, page 67

1.            Please revise to present
the Bailey 44, LLC condensed results of operations for the year ended December 31, 2018 on a comparative basis with the year ended December
31, 2019. The presentation of the 2018 financial information is needed to provide context for the discussion of the variances in the
Bailey 44 results of operations. Refer to Item 303(b)(2) of Regulation S-K.

Response:
Pursuant to the Staff’s Comment, the Company has revised the registration statement to present the Bailey 44, LLC condensed
results of operations for the year ended December 31, 2018 on a comparative basis with the year ended December 31, 2019.

    1

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

Cash Flow Activities, page 68

2.            Please present cash
flow information for Bailey 44, LLC for the year ended December 31, 2018 on a comparative basis with the year ended December 31, 2019.
Refer to Item 303(b)(1) of Regulation S-K.

Response:
Pursuant to the Staff’s Comment, the Company has revised the registration statement to present cash flow information for
Bailey 44, LLC for the year ended December 31, 2018 on a comparative basis with the year ended December 31, 2019.

Liquidity and Capital Resources, page 73

3.            We note per your response
to prior comment 7 that the loan facility matures in December 2022; however, we note per page 73 that the maturity date has not been
extended beyond its original maturity date of June 2021. Please clarify whether full repayment is due in June 2021 and revise your disclosure
accordingly. If partial principal payments are being permitted instead of full repayment, please clearly disclose this, and disclose
the planned source of liquidity for these payments. Furthermore, disclose whether you intend or have any current plans to conduct the
 “secondary offering” referenced in your updated disclosure and clarify whether it will be a follow-on primary offering with
proceeds to the company. Lastly, please clearly disclose the consequences if such offering is not completed by September, and your planned
course of action to remedy any material deficiencies in liquidity. Your disclosure throughout the document should clearly and consistently
explain the above.

Response: Pursuant
to the Staff’s Comment, the Company has revised the registration statement to explain the terms of the Company’s loan facility
maturity and other repayment terms.

Bailey 44, LLC Financial Statements,
page F-37

4.            We note that you no
longer include financial statements for the period ended December 31, 2018 in this amendment. Please provide financial statements for
all periods required pursuant to Rule 3-05 of Regulation S-X. Please also provide an updated consent from your auditors' for these financial
statement periods.

Response: Pursuant
to the Staff’s Comment, the Company has revised the registration statement to include the financial statements for Bailey 44, LLC
for the period ended December 31, 2018.

Item 15. Recent Sales of Unregistered
Securities, page II-2

5.            Please revise your discussion
of the issuance made in April 2021 to include the promissory notes and the 50,000 shares of common stock that were also issued.

Response: Pursuant
to the Staff’s Comment, the Company has revised the registration statement to include a description of the Company’s promissory
notes and common shares issued to the lender in connection therewith.

    2

    manatt

    manatt | phelps | phillips

    Thomas Poletti

    Manatt, Phelps & Phillips, LLP

    Direct Dial: (714) 371-2501

    E-mail: TPoletti@manatt.com

Should you or the Staff have
additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (714) 371-2501.

    Sincerely,

    /s/ Thomas Poletti

    Thomas Poletti

cc:    John Hilburn Davis, Chief Executive Officer

    3

United States securities and exchange commission logo
April 23, 2021
John Hilburn Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
4700 South Boyle Avenue
Vernon, California 90058
Re:Digital Brands Group, Inc.
Registration Statement on Form S-1
Filed April 13, 2021
File No. 333-255193
Dear Mr. Davis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 2, 2021 letter.
Registration Statement on Form S-1 filed April 13, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Bailey 44, LLC
Results of Operations
Year ended December 31, 2020 compared to the Year Ended December 31, 2019, page 67
1.Please revise to present the Bailey 44, LLC condensed results of operations for the year
ended December 31, 2018 on a comparative basis with the year ended December 31,
2019.  The presentation of the 2018 financial information is needed to provide context for
the discussion of the variances in the Bailey 44 results of operations.  Refer to Item
303(b)(2) of Regulation S-K.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 April 23, 2021 Page 2
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
April 23, 2021
Page 2
Cash Flow Activities, page 68
2.Please present cash flow information for Bailey 44, LLC for the year ended December 31,
2018 on a comparative basis with the year ended December 31, 2019.  Refer to Item
303(b)(1) of Regulation S-K.
Liquidity and Capital Resources, page 73
3.We note per your response to prior comment 7 that the loan facility matures in December
2022; however, we note per page 73 that the maturity date has not been extended beyond
its original maturity date of June 2021.  Please clarify whether full repayment is due in
June 2021 and revise your disclosure accordingly.  If partial principal payments are being
permitted instead of full repayment, please clearly disclose this, and disclose the planned
source of liquidity for these payments.  Furthermore, disclose whether you intend or have
any current plans to conduct the “secondary offering” referenced in your updated
disclosure and clarify whether it will be a follow-on primary offering with proceeds to the
company.  Lastly, please clearly disclose the consequences if such offering is not
completed by September, and your planned course of action to remedy any material
deficiencies in liquidity.  Your disclosure throughout the document should clearly and
consistently explain the above.
Bailey 44, LLC Financial Statements, page F-35
4.We note that you no longer include financial statements for the period ended December
31, 2018 in this amendment.  Please provide financial statements for all periods required
pursuant to Rule 3-05 of Regulation S-X.  Please also provide an updated consent from
your auditors' for these financial statement periods.
Item 15. Recent Sales of Unregistered Securities, page II-2
5.Please revise your discussion of the issuance made in April 2021 to include the
promissory notes and the 50,000 shares of common stock that were also issued.
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti, Esq.

CORRESP
1
filename1.htm

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

    April
    12, 2021

Via
EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mr. Shapiro, Ms. Brillant,
Ms. Beech and Ms. Peyser, Office of Trade & Services

Re: Digital Brands Group, Inc.

Amendment No. 1 to
Draft Registration Statement on Form S-1

Submitted February 17,
2021

CIK No. 0001668010

Dear Mr. Shapiro, Ms. Brillant, Ms. Beech
and Ms. Peyser:

On behalf of our client, Digital
Brands Group, Inc. (the “Company”), we hereby file Amendment No. 2 to the Company’s Registration Statement
on Form S-1 (the “Amendment No. 2”). Amendment No. 2 is filed to provide responses to comments (the
 “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued in a letter dated March 2, 2021 (the “Staff’s Letter”) relating to the Company’s Amendment
No. 1 to Draft Registration Statement on Form S-1 as submitted with the Commission on February 17, 2021. In order to facilitate
your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by
point basis. The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number
references are to Amendment No. 2. Terms used but not defined herein have the respective meanings assigned thereto in Amendment No. 2.

Amendment No. 1 to Draft Registration
Statement on Form S-1 Submitted February 17, 2021

Summary

Our Company, page 7

1.            We
note in your response to prior comment 6 that you will roll out the ACE Studios brand in the second quarter of 2021. However, you disclose
here and on pages 48 and 76 that the company is currently offering products under the ACE Studios brand. Please revise.

1

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures throughout the registration statement to indicate the
Company will be offering its ACE Studios products following launch of the brand.

The Offering, page 14

2.            Please
provide us a reconciliation of the 5,396,957 common shares outstanding as of December 15, 2020 with the 10,377,615 common shares
outstanding per your September 30, 2020 financial statements.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures throughout the registration statement to indicate that
the Company had 7,569,349 shares of common stock outstanding as of April 8, 2021.

Risk Factors

Our officers and directors and the equity interest
holder of H&J and their affiliates will exercise significant control over us, page 35

3.            We
note your revised disclosure in response to prior comment 3. In various places in your prospectus you state that your executive officers,
directors and 5% holders and their affiliates will beneficially own approximately 50.0% or 51.1% of your common stock after the offering.
Furthermore, neither of these percentages appears to be consistent with the disclosure set forth in your Principal Stockholders table.
Please revise your prospectus for consistency and accuracy.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures throughout the registration statement to indicate the Company’s
executive officers, directors and 5% holders and their affiliates will beneficially own approximately 40.2% of the Company’s common
stock after the offering.

Use of Proceeds, page 42

4.            We
partially reissue prior comment 5. Please revise to state the maturity date of the 2019 convertible debt.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures throughout the registration statement to state the Company’s
2019 convertible debt will mature in November 2022.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Material Trends, Events and Uncertainties

2

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

COVID-19, page 48

5.            You
disclose that "some" of your wholesale accounts closed, a number of department store accounts have closed stores, a "significant"
number of employees were subject to furlough and layoff, and a "meaningful number" of your boutique accounts closed temporarily
and permanently in 2020 and 2021. Please quantify the number and percentages associated with such changes, to the extent practicable.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures throughout the registration statement to indicate the number
of employees laid off and furloughed, department store accounts that closed stores and boutique accounts closed in 2020 and 2021, along
with certain relevant percentages associated with such changes.

Digital Brands Group, Inc. - Pro Forma
Combined

Unaudited Pro Forma Combined
Results of Operations for the Digital Brands Group - For the Year Ended December 31, 2019, page 50

6.            We
note your response to prior comment 9. Please move the pro forma discussion below the discussion on historical results as to not provide
greater prominence than the discussion on historical financial information.

Response:
Pursuant to the Staff’s Comment, the Company has moved its pro forma discussion below the discussion on historical results.

Net Cash Used in and Provided
by Financing Activities, page 73

7.            We
note per your response to prior comment 10 that your lenders have extended the maturity date to 18 months following the closing of the
initial public offering, and that you are therefore no longer in default under the facility. We also note on page 63 that the maturity
date has been extended to June 30, 2021, which does not appear to be an extension since you also state here that the original due
date was June 2022. Please clarify the loan's maturity date and disclose here, and in Note 7 to the financial statements. Additionally,
if you intend to use offering proceeds for repayment, please explain this under "Use of proceeds" on page 13 of the Summary.
Lastly, if the maturity date is June 2021, please disclose the consequences of non-repayment.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures to indicate that the Company’s loan facility matures
in December 2022.

DENIM.LA, INC. Notes
to Consolidated Financial Statements Note 6: Goodwill and Intangible Assets, page 9

3

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

8.            We
note that goodwill of $6,479,218 and intangible assets (brand names) of $8,600,000 were recorded from the Bailey acquisition in February 2020.
We also note per your discussion of cost of net revenue in MD&A that you hired a new designer to create a "clean break in the
product collections" relating to Bailey. Please tell us how you determined that the purchased brand name was not further impaired
and that goodwill was not impaired as of September 30, 2020.

Response:
We respectfully believe we have assessed goodwill and intangible assets appropriately for impairment based on appropriate guidance.

It
is common for the apparel industry to hire new designers to inspire the brand and bring fresh designs and current trends to the brand's
vision. Additionally, historically the brand had a strong brand name and value, which we believe had been mismanaged. This new designer
has tapped into that historical brand reputation and value with her new designs, which has created positive reaction in our initial wholesale
market efforts, which we expect to be realized in the second half of 2021. We believe that the responses and purchase orders we have
received to date provide indication that the company's estimates during the impairment analysis remains reasonable and there are currently
no indications that additional impairments are necessary.

Regarding
the evaluation of goodwill impairment, we performed a quantitative step to assess the carrying value of the Baily unit against the estimated
fair value. In doing such, we estimated the fair value based on revenue multiples as we believed such to be the best indicator of fair
value for smaller companies that have not hit scale as traditional metrics like EBIDTA tend to be negative. We reviewed 3rd party information
for recent transactions to determine an average multiple. We then reviewed the Bailey annualized 2020 Bailey revenue and projected revenue,
using average multiples to get the estimated fair value of the reporting unit. The estimated fair value of the reporting unit resulted
in an amount greater than the carrying value. Accordingly, we respectfully conclude that there is no impairment and there are no additional
qualitative factors since our analysis that would cause us to reassess.

4

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

Note 13: Contingencies,
page 29

9.          We
note per page 88 that new litigation matters were filed on March 25, 2020 and September 24, 2020. Please tell us your consideration
of disclosing these matters in the footnotes to the financial statements pursuant to ASC 450.

Response: Litigation matters are largely related to non-payment
of trade payables which are and have been included in the Company’s consolidated financial statements. We respectfully note that
we have disclosed such matters, among others, in Note 13 to our consolidated financial statements.

General

10.        We
note your response to prior comment 22 and the changes made in Selected Financial Data with regard to the pro forma information presented.
Please revise your presentation to provide a separate column showing historical financial information for each entity, a separate column
showing pro forma adjustments, and a total column for the combined pro forma results. See Rule 11-02 of Regulation S-X for further
guidance.

Response:
Pursuant to the Staff’s Comment, the Company has revised its disclosures accordingly.

11.        We
reference certain blog posts on the company's WeFunder site, which have subsequently been removed, that discussed your proposed IPO and
projected revenues, earnings, market capitalization, and post "public listing" acquisitions. Please provide us with your legal
analysis as to how these blog posts comport with the requirements of Section 5 of the Securities Act and the related offering communication
rules under the Securities Act.

Response:
Please refer to the Company’s response provided in a letter submitted with the Commission on March 11, 2021.

Should you or the Staff have
additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (714) 371-2501.

5

    manatt | phelps | phillips

    Thomas
    Poletti

    Manatt,
    Phelps & Phillips, LLP

    Direct
    Dial: (714) 371-2501

    E-mail:
    TPoletti@manatt.com

    Sincerely,

    /s/ Thomas Poletti

    Thomas Poletti

cc:	     John
Hilburn Davis, Chief Executive Officer

6

United States securities and exchange commission logo
March 2, 2021
John Hilburn Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
4700 South Boyle Avenue
Vernon, California 90058
Re:Digital Brands Group, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 17, 2021
CIK No. 0001668010
Dear Mr. Davis:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 17, 2021
Summary
Our Company, page 7
1.We note in your response to prior comment 6 that you will roll out the ACE Studios brand
in the second quarter of 2021.  However, you disclose here and on pages 48 and 76 that
the company is currently offering products under the ACE Studios brand.  Please revise.
The Offering, page 13
2.Please provide us a reconciliation of the 5,396,957 common shares outstanding as of
December 15, 2020 with the 10,377,615 common shares outstanding per your September
30, 2020 financial statements.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 March 2, 2021 Page 2
 FirstName LastNameJohn Hilburn Davis
Digital Brands Group, Inc.
March 2, 2021
Page 2
Risk Factors
Our officers and directors and the equity interest holder of H&J and their affiliates will exercise
significant control over us, page 34
3.We note your revised disclosure in response to prior comment 3. In various places in your
prospectus you state that your executive officers, directors and 5% holders and their
affiliates will beneficially own approximately 50.0% or 51.1% of your common stock
after the offering. Furthermore, neither of these percentages appears to be consistent with
the disclosure set forth in your Principal Stockholders table. Please revise your prospectus
for consistency and accuracy.
Use of Proceeds, page 40
4.We partially reissue prior comment 5. Please revise to state the maturity date of the 2019
convertible debt.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Material Trends, Events and Uncertainties
COVID-19, page 49
5.You disclose that "some" of your wholesale accounts closed, a number of department
store accounts have closed stores, a "significant" number of employees were subject to
furlough and layoff, and a "meaningful number" of your boutique accounts closed
temporarily and permanently in 2020 and 2021. Please quantify the number and
percentages associated with such changes, to the extent practicable.
Digital Brands Group, Inc. - Pro Forma Combined
Unaudited Pro Forma Combined Results of Operations for the Digital Brands Group - For the
Year Ended December 31, 2019, page 59
6.We note your response to prior comment 9. Please move the pro forma discussion below
the discussion on historical results as to not provide greater prominence than the
discussion on historical financial information.
Net Cash Used in and Provided by Financing Activities, page 63
7.We note per your response to prior comment 10 that your lenders have extended the
maturity date to 18 months following the closing of the initial public offering, and that
you are therefore no longer in default under the facility.  We also note on page 63 that the
maturity date has been extended to June 30, 2021, which does not appear to be an
extension since you also state here that the original due date was June 2022.  Please clarify
the loan's maturity date and disclose here, and in Note 7 to the financial statements.
Additionally, if you intend to use offering proceeds for repayment, please explain this
under "Use of proceeds" on page 13 of the Summary.  Lastly, if the maturity date is June
2021, please disclose the consequences of non-repayment.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 March 2, 2021 Page 3
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
March 2, 2021
Page 3
DENIM.LA, INC. Notes to Consolidated Financial Statements
Note 6: Goodwill and Intangible Assets, page 19
8.We note that goodwill of $6,479,218 and intangible assets (brand names) of $8,600,000
were recorded from the Bailey acquisition in February 2020.  We also note per your
discussion of cost of net revenue in MD&A that you hired a new designer to create a
"clean break in the product collections" relating to Bailey.  Please tell us how you
determined that the purchased brand name was not further impaired and that goodwill was
not impaired as of September 30, 2020.
Note 13: Contingencies, page 30
9.We note per page 88 that new litigation matters were filed on March 25, 2020 and
September 24, 2020.  Please tell us your consideration of disclosing these matters in the
footnotes to the financial statements pursuant to ASC 450.
General
10.We note your response to prior comment 22 and the changes made in Selected Financial
Data with regard to the pro forma information presented. Please revise your presentation
to provide a separate column showing historical financial information for each entity, a
separate column showing pro forma adjustments, and a total column for the combined pro
forma results. See Rule 11-02 of Regulation S-X for further guidance.
11.We reference certain blog posts on the company's WeFunder site, which have
subsequently been removed, that discussed your proposed IPO and projected revenues,
earnings, market capitalization, and post "public listing" acquisitions. Please provide us
with your legal analysis as to how these blog posts comport with the requirements
of Section 5 of the Securities Act and the related offering communication rules under the
Securities Act.
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti, Esq.

United States securities and exchange commission logo
January 26, 2021
John Hilburn Davis
President and Chief Executive Officer
Digital Brands Group, Inc.
4700 South Boyle Avenue
Vernon, California 90058
Re:Digital Brands Group, Inc.
Draft Registration Statement on Form S-1
Submitted December 31, 2020
CIK No. 0001668010
Dear Mr. Davis:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 31, 2020
The Offering, page 13
1.Please define the terms of the "Debt Conversion" in your prospectus, summary financial
data and elsewhere in your filing as applicable.
Risk Factors, page 18
2.Please revise your risk factor disclosure so that risks you have actually encountered are
not presented as purely hypothetical.  For example, your risk factors “Widespread
outbreak of an illness or any other public health crisis, including the recent coronavirus
(COVID-19) global pandemic…” and "Our operations are currently dependent on..."
suggest that COVID-19 could affect your business in a number of ways, but you do not

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 January 26, 2021 Page 2
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
January 26, 2021
Page 2
provide specific details regarding your store closures, supply and delivery disruptions,
furloughs, the impact on your net sales, or specific costs related to supply chain
disruptions and measures designed to ensure the health, safety and well-being of your
employees that are discussed elsewhere in your prospectus.  In addition, your risk factor
“We may not be able to generate sufficient cash to service all of our debt…” mentions the
possibility of defaulting on your credit facility but does not mention that you are actually
in default on all loans under your credit facility, as disclosed in Management’s Discussion
and Analysis.
Our officers and directors and the equity interest holder of H&J and their affiliates will exercise
significant control over us, page 34
3.We note the disclosure in your Principal Stockholders table on page 98 that your
executive officers, directors and the equity interest holder of H&J and their affiliates will
beneficially own approximately 51% of your outstanding common stock after the
offering.  Please reconcile that disclosure with your disclosure here that such parties will
own approximately 39% of your outstanding common stock.  In addition, please disclose
the percentage of voting power this group will control upon completion of the offering on
your prospectus cover and in your prospectus summary and revise your risk factors
accordingly.
Purchasing shares of our common stock in this offering will result in an immediate and
substantial dilution, page 36
4.We note your disclosure on page 84 that if the company does not meet certain market
capitalization requirements, the pre-acquisition equity holders of Bailey and H&J will be
entitled to additional shares of your common stock to make up the difference.  Please
include a discussion of these potential additional issuances in this risk factor.
Use of Proceeds, page 40
5.Please revise to state the maturity date of the 2019 convertible debt.  In addition, as you
currently do not have specific plans for the use of a significant portion of the proceeds
from this offering, please discuss the principal reasons for the offering.  Refer to Item 504
of Regulation S-K.
Capitalization, page 42
6.Please double underline cash and cash equivalents to clarify that such amounts are not
included in your total capitalization.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 January 26, 2021 Page 3
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
January 26, 2021
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview, page 50
7.We note your reference to certain metrics used in evaluating your performance, such as
Lifetime Value (LTV), Closet Share and Average Order Value (AOV).  To give investors
more context, please include disclosure clearly defining these metrics, how management
uses such metrics, and why management believes these metrics are helpful.
8.We note per page 76 that the ACE Studios brand will be rolled out in the second quarter
of 2021; however, your website states that you launched this brand in December 2018,
and throughout the filing we note that you are currently offering these products.  Please
revise or advise.
Digital Brands Group, Inc. - Pro Forma Combined
Unaudited Pro Forma Combined Results of Operations for the Digital Brands Group - For the
Year Ended December 31, 2019, page 58
9.We note the results of operations discussion based on Pro Forma Combined results which
appears to combine financial results for the three entities.  Please note that this discussion
should supplement discussions of the historical financial information required by Rule 303
of Regulation S-K and should therefore not be presented with greater prominence.
Additionally, this discussion should be based on the pro forma financial information
presented in accordance with Article 11 of Regulation S-X, and therefore, disclosure
should be provided explaining how the pro forma presentation was derived (reflecting the
adjustments), why management believes the presentation to be useful, and any potential
risks associated with using such a presentation.  Please revise.
Liquidity, page 61
10.Please tell us and disclose how you intend to cure the loans in default under your senior
credit agreement, and what additional external or internal sources of financing are
available to the company to meet its working capital needs and other financial obligations
for the next twelve months.  Refer to Item 303(a)(1) of Regulation S-K.
Capital Resources, page 62
11.We note your disclosure on page 18 that you “anticipate [y]our operating expenses will
increase substantially in the foreseeable future as [you] undertake the acquisition and
integration of different brands, incur expenses associated with maintaining compliance as
a public company, and increased marketing and sales efforts to increase [y]our customer
base,” as well as your plans for expansion discussed throughout the Business section.  So
that investors understand the magnitude of future investments and expenditures, please
disclosure any material trends in such expenditures, to the extent practicable.  Refer to
Item 303(a)(2) of Regulation S-K.  Please also specify what you mean by “near term” as it
relates to your ability to fund your operations.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 January 26, 2021 Page 4
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
January 26, 2021
Page 4
Results of Operations, page 63
12.Please expand your results of operations discussions to more fully explain the factors
underlying changes in amounts between periods.  To the extent that changes are
attributable to changes in prices or volume, or the introduction of new products, include
this in your discussion.  Refer to Item 303(a)(3) of Regulation S-X and SEC Release No.
33-8350.
Business
Sales and Distribution, page 78
13.We note your disclosure that Bailey products are “distributed through 130+ doors at major
department stores, over 950 points of sale at boutique stores and major e-commerce
wholesale customers.”  Please include a discussion of the material terms of these
arrangements with third party distributors.
Compensation of Directors, page 93
14.We note your disclosure that directors serving at the completion of this offering will
granted options to purchase 25,000 shares of common stock, and that your board of
directors believes that attracting and retaining qualified non-employee directors will be
critical to the future value growth and governance of your company.  Please disclose your
director compensation policy going forward, including whether you intend to pay any cash
retainers or intend to make any annual equity grants.
Certain Relationships and Related Person Transactions, page 96
15.Please disclose the names of the current and former officers, managing members, and
majority owners with whom the company has engaged in related party transactions you
have disclosed here.  Refer to Item 404(a)(1) of Regulation S-K.
Material U.S. Federal Income Tax Considerations For Non-U.S. Holders, page 106
16.Please include a description of the tax considerations with respect to the warrants you are
registering in connection with this offering, or tell us why you do not believe such
disclosure is unnecessary.
Denim.LA, LLC Consolidated Financial Statements for the Years Ended December 31, 2019 and
2018
Report of Independent Registered Public Accounting Firm, page 2
17.Please have your auditors revise their report to reference the standards of the PCAOB
rather than only the auditing standards.  Refer to PCAOB Auditing Standards (AS)
3101.09.c.

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 January 26, 2021 Page 5
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
January 26, 2021
Page 5
Notes to Financial Statements
Note 3. Summary of Significant Accounting Policies
Segments, page 8
18.We note that each brand's executive team will continue to operate separately.  Please
provide the disclosures required by ASC 280-10-50-21, including your basis of
organization and whether you are organized on a brand basis.
Revenue Recognition, page 11
19.Please revise to reflect the correct adoption date of the new revenue standard (ASC 606).
Note 9 - Subsequent Events, page 86
20.Please explain and disclose how you intend to account for the acquisition of Harper and
Jones, LLC (H&J) that will close concurrently with the closing of this offering. In your
response, tell us under what conditions the transaction would be terminated and/or revised
if the initial public offering is not completed.
Exhibits
21.Please confirm you intend to file your merger agreement with H&J, your material debt
agreements, your 2020 and 2013 incentive plan and related form documents, any material
agreements with manufacturers, suppliers, subsidiaries and customers, and your list of
subsidiaries.  Refer to Item 601(b) of Regulation S-K.
General
22.Please provide separate pro forma financial information for any of the conditions listed in
Rule 11-01 of Regulation S-X pursuant to Rule 8-05(a) of Regulation S-X, including but
not limited to the acquisition of Bailey 44, Inc. and the pending acquisition of Harper and
Jones, LLC.  Please refer to Rule 8-05(b) of Regulation S-X, which refers to Rule 11-02
of Regulation S-X, for guidance on form requirements and pro forma adjustments to
historical results, to include Rule 11-02(b)(4) with regard to the presentation of multiple
transactions.
23.We note that the exclusive forum provision in your second amended and restated
certificate of incorporation will not apply to claims under the Securities Act or Exchange
Act.  Please ensure that the provision states that it does not apply to federal securities law
claims, or tell us how you will make future investors aware of the provision’s limited
applicability (for example, the disclosure will be made in future Exchange Act reports).

 FirstName LastNameJohn Hilburn Davis
 Comapany NameDigital Brands Group, Inc.
 January 26, 2021 Page 6
 FirstName LastName
John Hilburn Davis
Digital Brands Group, Inc.
January 26, 2021
Page 6
            You may contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Thomas Poletti

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Ms. Mara Ransom

Chief

Office of Trade & Services

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

October 15, 2019

 Re: Denim.LA, Inc.

Offering Statement on Form 1-A POS

Filed October 4, 2019

File No. 024-10868

Dear Ms. Ransom:

On behalf of Denim.LA, Inc. (the “Company”), I
hereby request qualification of the above-referenced offering statement at 4:00  p.m., Eastern Time, on Tuesday, October 15,
2019, or as soon thereafter as is practicable.

Sincerely,

Denim.LA, Inc.

/s/ John “Hil” Davis

Hil Davis, Chief Executive Officer

Cc: Andrew Stephenson

CrowdCheck Law, LLP

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Ms. Mara Ransom

Chief

Office of Trade & Services

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

October 11, 2019

 Re: Denim.LA, Inc.

Offering Statement on Form 1-A POS

Filed October 4, 2019

File No. 024-10868

Dear Ms. Ransom:

On behalf of Denim.LA, Inc. (the “Company”), I
hereby request qualification of the above-referenced offering statement at 4:00  p.m., Eastern Time, on Monday, October 14,
2019, or as soon thereafter as is practicable.

Sincerely,

Denim.LA, Inc.

/s/ John “Hil” Davis

Hil Davis, Chief Executive Officer

Cc: Andrew Stephenson

CrowdCheck Law, LLP

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Mr. James Lopez

Legal Branch Chief

Office of Beverages, Apparel and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

September 25, 2018

 Re: Denim.LA, Inc.

Offering Statement on Form 1-A

Filed September 13, 2018

File No. 024-10868

Dear Mr. Lopez:

On behalf of Denim.LA, Inc. (the “Company”), I
hereby request qualification of the above-referenced offering statement at  12 p.m., Eastern Time, on Thursday, September 27,
2018, or as soon thereafter as is practicable.

Sincerely,

Denim.LA, Inc.

/s/ Mark T. Lynn

Mark T. Lynn, Chief Executive Officer

Cc: Andrew Stephenson

CrowdCheck Law, LLP

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Mr. James Lopez

Legal Branch Chief

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

September 13, 2018

 Re: Denim.LA, Inc.

Offering
Statement on Form 1-A

Filed
July 17, 2018

File
No. 024-10868

Dear Mr. Lopez:

Thank you for your comments of August 10, 2018 regarding the
Offering Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

Summary of the Offering, page 2

1. Given your liquidity position, please revise to clarify how
you plan to fund the $10 million to $30 million of costs for the acquisitions you describe.

The Company has amended its disclosure
to provide additional clarity on how it would undertake the anticipated acquisitions. Note, there are no definite plans for any
acquisitions as of the date of the filing.

Use of Proceeds, page 13

2. We note the statement that you will launch 1-2 retail stores
in new metropolitan areas. Please revise to disclose the approximate amount necessary to fund the launch of a retail store in a
metropolitan area.

The Company has amended its disclosure
to provide an approximate amount under its use of proceeds for establishing retail stores.

Exhibits

3. Please file your senior credit agreement with Black Oak Capital
as an exhibit. Refer to Item 17 of Form 1-A.

This agreement
has been included as Exhibit 6.11.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed August 10, 2018. If you have additional questions or comments, please contact
me at andrew@crowdchecklaw.com.

Sincerely,

/s/Andrew
Stephenson

Andrew
Stephenson

CrowdCheck Law LLP

cc: Mark Lynn

Chief Executive Officer

Denim.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

August 10, 2018
Mark T. Lynn
Co-Chief Executive Officer
Denim LA, Inc.
8899 Beverly Blvd., Suite 600
West Hollywood, CA 90048
Re:Denim LA, Inc.
Offering Statement on Form 1-A
Filed July 17, 2018
File No. 024-10868
Dear Mr. Lynn:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed July 17, 2018
Summary of the Offering, page 2
1.Given your liquidity position, please revise to clarify how you plan to fund the $10
million to $30 million of costs for the acquisitions you describe.
Use of Proceeds, page 13
2.We note the statement that you will launch 1-2 retail stores in new metropolitan areas.
Please revise to disclose the approximate amount necessary to fund the launch of a retail
store in a metropolitan area.

 FirstName LastNameMark T. Lynn
 Comapany NameDenim LA, Inc.
 August 10, 2018 Page 2
 FirstName LastName
Mark T. Lynn
Denim LA, Inc.
August 10, 2018
Page 2
Exhibits
3.Please file your senior credit agreement with Black Oak Capital as an exhibit.  Refer to
Item 17 of Form 1-A.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Hillary Daniels at (202) 551-3959 or James Lopez, Legal Branch Chief, at
(202) 551-3536 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

September 5, 2017

    Re:
    Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed August 29,
    2017

    File No. 024-10718

Dear Mr. Reynolds:

On behalf of Denim.LA, Inc. (the “Company”), I hereby
request qualification of the above-referenced offering statement at 2:00 p.m., Eastern Time, on September 7, 2017, or as soon thereafter
as is practicable.

Sincerely,

Denim.LA, Inc.

/s/ Mark Lynn

Mark Lynn

Chief Executive Officer

Denim.LA, Inc

Cc: Andrew Stephenson

KHLK LLP

CORRESP
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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 28, 2017

    Re:
    Denim.LA, Inc.

    Amendment No. 3 to Offering Statement on Form 1-A

    Filed August 16, 2017

    File No. 024-10718

Dear Mr. Reynolds:

Thank you for your comments of August 25, 2017 regarding the
Offering Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

General

1. We have referred your filing to the Division of Investment
Management. The Division of Investment Management is reviewing your response. We may have further comment.

The Company has decided to no longer
require investors to agree to the Investment Management Agreement with SI Securities, LLC. Commission staff have been informed
of this development.

Securities Being Offered, page 35

2. We note that the subscription agreement makes investors a
party to the Investors’ Rights Agreement, the First Refusal Agreement, and the Voting Agreement. Please revise the Securities
Being Offered section to clearly disclose all material terms of these agreements that would be material to investors.

The disclosure has been amended to include
all terms of these agreement that would be material to investors.

Investment Management Agreement, page 43

3. We note your response to comment 1 and reissue the comment.
Please disclose the material terms of your investment management agreement. For example only, a discussion surrounding the requirements
of when a super majority vote is required instead of a majority vote and the applicability of the agreement to transferees appears
to be material to investors. Also, clarify what is meant by the ability to exercise and/or waive every right, power and authority
with respect to these securities. Clarify whether this could allow the manager to force the sale of these securities. Additionally,
we note your statement that there are no additional fees to the investor. Please clarify all fees and other forms of compensation,
direct or indirect, payable by the company or investors that are related to this investment management agreement.

As noted above, the Company has determined
that investors will not be required to become party to the Investment Management Agreement in this offering. References to the
agreement have been removed from the disclosure.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed August 16, 2017. If you have additional questions or comments, please contact
me at Andrew.stephenson@khlklaw.com.

    Sincerely,

    /s/Andrew Stephenson

    Andrew Stephenson

    KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denim.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

Mail Stop 3561

August 25, 2017
Via E -mail
Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
8899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
  Amen dment No.  3 to Offering Statement on Form 1 -A
  Filed August 16 , 2017
File No. 024 -10718

Dear Mr. Lynn :

We have reviewed your amended offering statement  and have the following comment s.
In our comment s, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.   If you do not believe our comment s apply  to your facts and
circumstances or do not believe an amendment is appro priate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provi de in response to these  comment s, we may have additional comments.

General

1. We have referred your filing to the Division of  Investment Management.   The Division of
Investment Management is reviewing your response.   We may have further comment.

Securities Being Offered, page 35

2. We note that the subscription agreement makes investors a party to the Investors’ Rights
Agreemen t, the First Refusal Agreement, and the Voting Agreement.  Please revise the
Securities Being Offered section to clearly disclose all material terms of these agreements
that would be material to investors.

Investment Management Agreement, page 43

3. We note  your response to comment 1 and reissue the comment.  Please disclose the
material terms of your investment management agreement.  For example only, a

Mark T. Lynn
Denim.LA, Inc.
August 25, 2017
Page 2

 discussion surrounding the requirements of when a super majority vote is required instead
of a majority v ote and the applicability of the agreement to transferees appears to be
material to investors.  Also, clarify what is meant by the ability to exercise and/or waive
every right, power and authority with respect to these securities.  Clarify whether this
could allow the manager to force the sale of these securities.  Additionally, we note your
statement that there are no additional fees to the investor.  Please clarify all fees and other
forms of compensation, direct or indirect, payable by the company or inv estors that are
related to this investment management agreement.

Please  contact Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson , Esq.
 KHLK LLP

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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 16, 2017

 Re: Denim.LA, Inc.

Amendment No. 2 to Offering Statement on
Form 1-A

Filed August 8, 2017

File No. 024-10718

Dear Mr. Reynolds:

Thank you for your comments of August 4, 2017 regarding the
Offering Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

Risk Factors, page 7

Investors may be subject to an Investment Management Agreement
…, page 9

1. We note your response to comment 3 and reissue the comment.
Please add a section to the securities being offered section specifically discussing the investment management agreement. Such
disclosure should set forth the material terms of the investment management agreement, including the provisions that limit stockholder
rights. For example only, we note provision 8.2.2 requires each purchaser to reimburse the manager for expenses in connection with
defending a claim covered under the indemnification clause. Also clarify whether the investment management agreement would allow
the manager to vote the securities following conversion into common stock. Clarify all fees or other forms of compensation, direct
or indirect, related to this investment management agreement.

The disclosure on Page 42 has been amended
to include additional summarization of the terms of the Investment Management Agreement (the “Agreement”). Further,
the Risk Factors on page 9 has been amended to include a discussion of the indemnification clause and effectiveness of the Agreement
following conversion to common stock.

As noted in the disclosure, SI Securities,
LLC is not receiving any compensation under the Agreement and is required to bear any administrative costs for acting under the
terms of the Agreement. The purpose of the Agreement is to act as a perk for issuers choosing to use SI Securities, LLC as a placement
agent for their offering under Regulation A.

As is the case with the Company here,
many companies considering use of Regulation A are smaller, or early-stage companies that do not have the resources to implement
a sophisticated investor relations program. Prior to the Regulation A offering, those issuers may only have experience with receiving
investment from institutional investors, or a limited number of accredited investors. In those instances, investor relations are
easily managed through email; taking on hundreds, or possibly thousands, of investors appears to be a daunting task that prevents
an issuer from considering use of Regulation A, even with the engagement of a registered transfer agent.

Under the Agreement, the Company also
receives certainty regarding the elective actions of investors subject to the Agreement. For instance, should the Company proceed
to a Registered offering in the future, it wants certainty that any classes of Preferred Stock are converted to Common Stock under
the terms of its Certificate of Incorporation. Without SI Securities, LLC being able to impose uniformity on all holders subject
to the Agreement following a vote, the Company may have experience shareholders from this Offering that have not converted their
Preferred Stock to Common Stock, potentially leading to additional compliance burdens.

The Company understands that communications
and voting may be facilitated through the services of its chosen transfer agent, but the additional investor management services
and certainty received by having investors subject to the Agreement provides worthwhile benefits to the Company.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed August 8, 2017. If you have additional questions or comments, please contact
me at Andrew.stephenson@khlklaw.com.

    Sincerely,

    /s/Andrew Stephenson

    Andrew Stephenson

    KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denim.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

Mail Stop 3561

August 14, 2017
Via E -mail
Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
8899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
  Amen dment No.  2 to Offering Statement on Form 1 -A
  Filed August 8 , 2017
File No. 024 -10718

Dear Mr. Lynn :

We have reviewed your amended offering statement  and have the following comment.  In
our comment , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.   If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appr opriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provi de in response to this comment , we may have additional comments.

Risk Factors, page 7

Investors may be subject to an Inve stment Management Agreement. . ., page 9

1. We note your response to comment 3 and reissue the comment.  Please add a section to
the securities being offered section specifically discussing the investment management
agreement.  Such disclosure should set for th the material terms of the investment
management agreement, including the provisions that limit stockholder rights.  For
example only, we note provision 8.2.2 requires each purchaser to reimburse the manager
for expenses in connection with defending a cl aim covered under the indemnification
clause.  Also clarify whether the investment management agreement would allow the
manager to vote the securities following conversion into common stock.  Clarify all fees
or other forms of compensation, direct or indir ect, related to this investment management
agreement.

Mark T. Lynn
Denim.LA, Inc.
August 14, 2017
Page 2

 Please  contact Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson , Esq.
 KHLK LLP

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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 11, 2017

    Re:
    Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed August, 2017

    File No. 024-10718

Dear Mr. Reynolds:

On behalf of Denim.LA, Inc. (the “Company”), I hereby
request qualification of the above-referenced offering statement at 5:00 p.m., Eastern Time, on August 15, 2017, or as soon thereafter
as is practicable.

Sincerely,

Denim.LA, Inc.

/s/ Mark Lynn

Mark Lynn

Chief Executive Officer

Denim.LA, Inc

Cc: Andrew Stephenson

KHLK LLP

CORRESP
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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 11, 2017

    Re:
    Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed August, 2017

    File No. 024-10718

Dear Mr. Reynolds:

On behalf of Denim.LA, Inc. (the “Company”), I hereby
withdraw the qualification request submitted August 11, 2017, which was inadvertently submitted.

Sincerely,

Denim.LA, Inc.

/s/ Mark Lynn

Mark Lynn

Chief Executive Officer

Denim.LA, Inc

Cc: Andrew Stephenson

KHLK LLP

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Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

August 7, 2017

    Re:
    Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed July 10, 2017

    Amendment No. 1 to Offering Statement on Form 1-A

    Filed July 20, 2017

    File No. 024-10718

Dear Mr. Reynolds:

Thank you for your comments of August 4, 2017 regarding the
Offering Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

Cover Page

1. Please revise to clarify the extent to which the shares being
offered to the public are non-voting.

The disclosure has been amended to make
clear the non-voting nature of these securities.

The Offering, page 5

2. Please revise here and where appropriate to clearly explain
the minimum investment as referenced on pages 9 and 45.

The disclosure has been amended to include
the minimum investment requirements.

Risk Factors, page 7

Investments may be subject to an Investment Management Agreement
…, page 9

3. We note your statement in this risk factor and on page 35
that the investment management agreement will limit investors’ voting rights. Please revise here, or where appropriate, to
discuss the material terms of the investment management agreement. For example only, your revised disclosure should address the
material limitations as a result of the investment management agreement and whether any fees are required to be paid to the manager.
It is also unclear if investors purchasing a minimum of 100,000 shares would nevertheless hold non-voting stock per the last risk
factor on page 8. Please revise to clarify.

The disclosure has been amended to discuss
the material terms of the Investment Management Agreement and voting limitations for investors of 100,000 or more shares of stock.

Exhibits, page 69

4. Please file your senior credit agreement with Black Oak Capital
as an exhibit. Refer to Item 17 of Form 1-A.

The agreement has been included as an
exhibit to the offering circular.

5. We note the statement in Exhibit 4.1 that you make no representations
or warranties to investors signing the subscription agreement “as to the accuracy or completeness of the information contained
in any offering materials.” Please note that it is not appropriate to state or imply that investors cannot rely on your disclosure.
Please revise or remove the disclaimer as appropriate.

This disclaimer has been removed from
Exhibit 4.1.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed July 10, 2017, with an amendment file July 20, 2017. If you have additional questions
or comments, please contact me at Andrew.stephenson@khlklaw.com.

Sincerely,

/s/Andrew Stephenson

Andrew Stephenson

KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denim.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

Mail Stop 3561

August 4, 2017

Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
8899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Offering Statement  on Form 1-A
Filed July 10, 2017
  Amendment No. 1 to Offering Statement on Form 1 -A
  Filed July 20, 2017
File No. 024 -10718

Dear Mr. Lynn :

We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. Please revise to clarify the extent to which the shares being offered to the public are non -
voting.

The Offering, page 5

2. Please revise here and where appropriate to clearly explain the minimum investment as
referenced on pages 9 and 45.

Mark T. Lynn
Denim.LA, Inc.
August 4, 2017
Page 2

 Risk Facto rs, page 7

Investors may be subject to an Investment Management Agreement. . ., page 9

3. We note your statement in this risk factor and on page 35 that the investment
management agreement will limit investors’ voting rights.  Please revise here, or where
appropriate, to discuss the material terms of the investment management agreement.  For
example only, your revised disclosure should address the material limitations as a result
of the investment management agreement and whether any fees are required to be paid to
the manager.  It is also unclear if investors purchasing a minimum of 100,000 sha res
would nevertheless hold non -voting stock per the last risk factor on page 8.  Please revise
to clarify.

Exhibits, page 69

4. Please file your senior credit agreement with Black Oak Capital as an exhibit.  Refer to
Item 17 of Form 1 -A.

5. We note the st atement in Exhibit 4.1 that you make no representations or warranties to
investors signing the subscription agreement “as to the accuracy or completeness of the
information contained in any offering materials.”  Please note that it is not appropriate to
state or imply that investors cannot rely on your disclosure.   Please revise or remove the
disclaimer as appropriate.

We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensa tion arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.   We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 calendar days after the end of the fiscal year covered by the report .

Mark T. Lynn
Denim.LA, Inc.
August 4, 2017
Page 3

 Please  contact Jonathan  Burr at  (202) 551-5833  or James Lopez  at (202) 551 -3536
with any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson , Esq.
 KHLK LLP

CORRESP
1
filename1.htm

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: Denim.LA, Inc.

Offering Statement on Form 1-A

Filed March 23, 2016

File No. 024-10535

June 20, 2016

Dear Mr. Reynolds:

On behalf of Denim.LA, Inc. (the “Company”), I hereby
request qualification of the above-referenced offering statement at 5:00 p.m., Eastern Time, on June 22, 2016, or as soon thereafter
as is practicable.

In making this request, the Company acknowledges that:

    ·
    Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

    ·
    The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

    ·
    The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Mark Lynn

Mark Lynn

Chief Executive Officer

Denim.LA, Inc

CORRESP
1
filename1.htm

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

June 14, 2016

    Re:
    Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed March 23, 2016

    File No. 024-10535

Dear Mr. Reynolds:

Thank you for your comments of June 13, 2016 regarding the Offering
Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

General

1. We partially reissue prior comment 1. Please revise the cover
page and the Form 1-A throughout to include in this offering the common stock underlying the Series A preferred stock.

The offering circular and exhibits have been updated to reflect
that the Common Stock into which the Series A Preferred Stock may convert is being qualified in this offering as well as the Series
A Preferred Stock. Amendments have been made to the cover page, offering summary, securities being offered, and plan of distribution,
as well as to the Form of Subscription Agreement, and Opinion as to the validity of the securities.

Exhibits

2. We note your disclosure on page 14 that you have obtained
waivers from all major shareholders regarding their right of first offer. Please file these waivers as exhibits or tell us why
you are not required to do so. See Item 17(6)(b)(i) of Form 1-A.

The consent to the waiver of the Right of First Offer of
Corey Epstein and Mark Lynn has been included as an exhibit to the offering circular.

Page 1 of 2

Under Item 17(6)(b)(i) of Form 1-A, any contract to which
directors, officers, promoters, voting trustees, securityholders named in the offering statement, or underwriters are parties must
be filed, even if such contract is made in the ordinary course of business. In the course of receiving stockholder approval of
amending the certificate of incorporation and approving the offering under Tier 2 of Regulation A, all Major Investors provided
consent to waive their contractual Right of First Offer. Major Investors include all stockholders that hold 735,000 shares of stock
or greater. Of those Major Investors, only Corey Epstein and Mark Lynn meet the standard under Item 17(6)(b)(i) of director, officer,
promoter, voting trustee, securityholder named in the offering statement, or underwriter.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed on March 23, 2016. If you have additional questions or comments, please contact
me at Andrew.stephenson@khlklaw.com.

    Sincerely,

    /s/Andrew Stephenson

    Andrew Stephenson

    KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denim.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

Page 2 of 2

Mail Stop 3561
June 13 , 2016
Via E -mail
Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Amendment No. 2  to
Offering Statement  on Form 1-A
Filed  June 9 , 2016
  File No. 024-10535

Dear Mr. Lynn :

We have reviewed your amended offering statement  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appro priate, please tell us why in your
response.

After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comm ents are to comments in our June 6 , 2016  letter .

General

1. We partially reissue prior comment 1.  Please revise the cover page and the Form 1 -A
throughout to include in this offering the common stock underlying the Series A
preferred stock.

Exhibits

2. We note your disclosure on page 14 that you have obtained waivers from all major
shareholders regarding their right of first offer.  Please file these waivers as exhibits or
tell us why you are not required to do so.  See Item 17(6)(b)(i) of Form 1 -A.

Mark T. Lynn
Denim.LA, Inc.
June 13 , 2016
Page 2

 You may contact  Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357
with any  questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson
 KHLK LLP

CORRESP
1
filename1.htm

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

June 9, 2016

 Re: Denim.LA, Inc.

    Offering Statement on Form 1-A

    Filed March 23, 2016

    File No. 024-10535

Dear Mr. Reynolds:

Thank you for your comments of June 6, 2016 regarding the Offering
Statement of Denim.LA, Inc. (the “Company”). We appreciate the opportunity to respond to your comments.

General

1. We note your response in prior comment 1 and your disclosure
regarding the convertible nature of the securities. Please revise the Form 1-A to include in the offering being qualified pursuant
to Regulation A the common stock underlying the Series A preferred stock in this offering. See the Note to Rule 251(a) of Regulation
A. For example, your cover page should include up to 12,500,000 shares of common stock. Lastly, please reconcile the maximum offering
amount with the disclosure in Section 1(d) of the Subscription Agreement.

As requested, the cover page has been amended to identify
that the offering will include up to 12,500,000 shares of common stock. The maximum number of shares identified in the Subscription
Agreement has been modified to confirm with the Offering Statement.

Cover Page, page i

2. We note your response to prior comment 3. Please revise the
cover page to provide the table in the form set forth in Item 1(e) of Part II of Form 1-A. In addition, we note that the duration
of the offering may be up to one year. However, as we previously noted, the right of first refusal provides 10 days for major shareholders
to exercise their right of first refusal and then the company would only have 90 days under this provision to sell those securities.
Please reconcile, given the limitations on the duration of the offering due to the right of first refusal and explain how the offering
will be prompt and continuous under Rule 415(a)(1)(ix) of Regulation S-K.

       Page 1 of 4

The table has been modified to correspond with the sample
table format in Item 1(e) of Part II of Form 1-A. The right of first offer does not pose any limitations on the duration of the
offering. Under the terms of the right of first offer, the right resets every 90 days should an offering extend beyond the original
90 day window. Nevertheless, all Major Investors have waived their right of first offer to any securities being sold under this
offering qualified by the Commission for the entire duration of the offering. The Offering Circular has been amended to reflect
this waiver and to provide additional clarity on the terms of the right of first offer.

Exhibits

3. We note your response to prior comment 5. Please file your
lease agreement as an exhibit. See Item 17(6)(b)(iv) of Form 1-A.

The lease agreement has been included as an exhibit to the
Offering Circular.

4. We note your response to prior comment 9. It appears that
you are substantially dependent on your outsourcing agreement with Newgistics. Please file this agreement as an exhibit. See Item
17(6)(b)(ii) of Form 1-A.

We respectfully submit that the Company is not substantially
dependent on the logistics agreement with Newgistics. Per the agreement with Newgistics, the company pays Newgistics a minimum
of $3,500 per month for storing, picking, and packing the Company’s products, plus shipping fees. Once the company is over
the $3,500 minimum threshold, the Company will pay the sum of the different rates for each service, such as receiving pallets,
cases or units, as well as order handling, pick and pack, inventory stock are based on bins or pallets, lot tracking, returns,
and specific projects, such as special assembly or pick and pack instructions. The Company can also choose from different shipping
rates based on the rules the Company creates for shipping zones, shipping priority, and delivery times. Based on these rules, the
most cost effective carrier for the delivery is selected.

The Company has reviewed the requirements of Item 17(6)(b)(ii)
and has concluded that this agreement is not a material contract that is required to be filed. This logistics agreement is one
that ordinarily accompanies the kind of business conducted by the Company (selling products to consumers over the internet) and
it was made in the ordinary course of business in an arm’s length transaction. The Company had the option of choosing one
of at least 15 different providers of the same service, and chose Newgistics based on cost and other criteria that were beneficial
to the Company, but were in no way unique to Newgistics.

       Page 2 of 4

The Company further does not believe that its obligations
under the agreement with Newgistics are material. For instance, in 2015, fees paid to Newgistics represented only 7.5% of our total
operating expenses ($176,801 of $2,357,306). Further, the Company can terminate the contract with Newgistics easily. The Company
is required to give notice to Newgistics 90 days prior to the end of the initial three year term of the agreement, or 90 days before
the end of the one year renewal term. If Newgistics is not able to perform satisfactorily according to the terms of the agreement,
the Company will be able to terminate the agreement on 30 days’ notice. From an operational standpoint, the termination of
the Newgistics contract starts a transition period of approximately seven days that would allow the Company to be up-and-running
with a new logistics provider. For example, the Company can contract with a new provider on July 1, 2016 and give notice to Newgistics
that same day. The Company would then instruct Newgistics to ship almost all of the Company’s inventory to the new provider
right away. Newgistics would keep enough inventory on hand to fill orders for seven days (July 8, 2016) after which the new provider
would begin filling orders. The Company anticipates that the cost of switching providers would be approximately $55,000, which,
in light of the Company’s anticipated revenues and credit facilities, is not a material cost.

The Company believes that its relationship with Newgistics
is no different from the relationship that other internet retailers that have filed offerings under Regulation A with the Commission
have with that company. The Company notes that BeautyKind Holdings, Inc. (File No. 024-10524) similarly represented to the Staff
that it was not substantially dependent on its contract with Newgistics and did not file that contract.

5. We note your related party loans receivable with Mark Lynn
and Corey Epstein. Please file copies of all written agreements or summaries of oral arrangements pursuant to Item 17(6)(b)(i).
In this regard, we also not the officer stock issuance and promissory note and the $70,000 loan with Mark Lynn.

The outstanding loans to Mark Lynn and Corey Epstein have
been consolidated into promissory notes issued on June 6, 2016 and June 7, 2016 respectively. Those notes have been filed as exhibits
to the offering circular. The terms of the officer stock issuance to Mark Lynn were provided in the employment agreement filed
as Exhibit 6.2. Included in this filing as Exhibit 6.10 is the promissory note with Mark Lynn that was forgiven.

6. We note that Section 6 of the subscription agreement indicates
that each investor consents to the exclusive jurisdiction of the State of California. Please disclose this provision in the risk
factors and highlight the impact to potential investors. For example, it appears this provision may limit a shareholder’s
ability to bring a claim against you.

The Offering Circular has been updated to include this risk
factor.

       Page 3 of 4

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed on March 23, 2016. If you have additional questions or comments, please contact
me at Andrew.stephenson@khlklaw.com.

Sincerely,

/s/Andrew Stephenson

Andrew Stephenson

KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denic.LA, Inc.

8899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

       Page 4 of 4

Mail Stop 3561
June 6, 2016

Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Amendment No. 1 to
Offering Statement  on Form 1-A
Filed  June 1 , 2016
  File No. 024-10535

Dear Mr. Lynn :

We have reviewed your amended offering statement  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate,  please tell us why in your
response.

After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2016 letter .

General

1. We note your response to prior comment 1 and your disclosure regarding the convertible
nature of the securities.  Please revise the Form 1 -A to include in the offering being
qualified pursuant to Regulation A the common stock underlying the Series A preferred
stock in this offering.  See the Note to Rule 251(a) of Regulation A.  For example, your
cover page should include up to 12,500,000 shares of common stock.  Lastly, please
reconcile the maximu m offering amount with the disclosure in Section 1(d) of the
Subscription Agreement.

Mark T. Lynn
Denim.LA, Inc.
June 6, 2016
Page 2

 Cover Page, page i

2. We note your response to prior comment 3.  P lease revise the cover page to provide the
table in the form set forth in Item 1(e) of Part II of Form 1-A.  In addition, we note that
the duration of the offering may be up to one year.  However, as we previously noted, the
right of first refusal provides 10 days for major shareholders to exercise their right of first
refusal and then the company would onl y have 90 days under this provision to sell those
securities.  Please reconcile, given the limitations on the duration of the offering due to
the right of first refusal and explain how the offering will be prompt and continuous
under Rule 415(a)(1)(ix) of Regulation S -K.

Exhibits

3. We note your response to prior comment 5.  Please file your lease agreement as an
exhibit.  See Item 17(6)(b)(iv) of Form 1 -A.

4. We note your response to prior comment 9.  It appears that you are substantially
dependent on your  outsourcing agreement with Newgistics.  Please file this agreement as
an exhibit.  See Item 17(6)(b)(ii) of Form 1 -A.

5. We note your related party loans receivable with Mark Lynn and Corey Epstein.  Please
file copies of all written agreements or summaries of the oral arrangements pursuant to
Item 17(6)(b)(i).  In this regard, we also note the officer stock issuance and promissory
note and  the $70,000 loan with Mark Lynn.

6. We note that Section 6 of the subscription agreement indicates that each i nvestor
consents to the exclusive jurisdiction of the State of California.  Please disclose this
provision in the risk factors and highlight the impact to potential investors.  For example,
it appears this provision may limit a shareholder’s ability to bri ng a claim against you.

You may contact  Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357
with any  questions.
Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson
 KHLK LLP

CORRESP
1
filename1.htm

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel, and Mining

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

May 31, 2016

 Re: Denim.LA, Inc.

Offering Statement on Form 1-A

Filed March 23, 2016

File No. 024-10535

Dear Mr. Reynolds:

Thank you for your comments of April 14, 2016 regarding the
Offering Statement of Denim.LA, Inc. We appreciate the opportunity to respond to your concerns and amend the Offering Statement
as required to provide for full disclosure to prospective investors. Responses to your questions are identified in italicized text
following the restatement of the question below.

General

1. We note that the Series A preferred stock is convertible
into common stock at any time. Please revise the Form 1-A to also include the common stock underlying the Series A preferred stock
in this offering. See the Note to Rule 251(a) of Regulation A.

The Offering Circular has been amended to reflect the convertible
nature of the securities in this Offering.

2. Please revise to include the auditors’ consent to the
use of their audit report as an exhibit to the filing. Refer to Part III - Exhibits, Item 17.11 of Form 1-A for further guidance.

The consent letter from Artesian CPA has been included as
an exhibit to the Offering Circular in the Company’s amended filing.

Cover Page, page i

3. We note on your cover page that you are offering up to 11,111,111
shares of Series A preferred stock. However, on page 41 you state you are offering shares of Series Seed preferred stock. Please
reconcile. Also, please revise the cover page to provide the table in the form set forth in Item 1(e) of Part II of Form 1-A. In
addition, please revise the cover page and plan of distribution to discuss the right of first refusal as referenced on page 14.
Lastly, we note that the offering will terminate after 150 days. However, the right of first refusal allows the major investors
10 days to exercise their right of first refusal and then the company has 90 days to offer the remaining securities. Please reconcile.

Page 41 has been amended to correctly identify the offering
as being for shares of Series A Preferred Stock of the Company. Additionally, page 14 has been amended to reflect the fact that
the Company will seek waivers of the existing Right of First Offer from existing stockholders who have such right.

With regard to the format of the table on the cover page,
we note that the instructions to complete the Form 1-A provides guidance that the table must only be presented in substantially
the tabular format indicated. The format chosen, which has been previously accepted by the Commission, identifies the critical
considerations for each investor – the per share price, the maximum number of shares being sold, and the expected proceeds
before expenses and commissions. Investors are then directed to the Plan of Distribution for a full discussion of the offering
mechanics and the details of the commission arrangement with North Capital Private Securities. The inclusion of this information
is done in a manner substantially similar to the format contained in the Form 1-A instructions. As such, we respectfully submit
that the format used meets the requirement of Form 1-A.

Risk Factors, page 6

4. We note that you are authorized to issue up to 49,000,000
shares of common stock and that based on the dilution chart on page 10 if all of the outstanding securities are converted into
common stock and if this offering is sold in its entirety and converted into common stock, you would have outstanding 53,387,972
of common stock. Please consider adding a risk factor that addresses the concern that you may not have enough authorized shares
if all of your outstanding instruments are converted to common stock and how this may potentially limit the ability to convert
the preferred shares issued in this offering.

This issue has been resolved by the filing of the Company’s
most recent Amended and Restated Certificate of Incorporation which authorizes the Company to issue up to 79,000,000 shares of
common stock.

The Company’s Property, page 25

5. Please state briefly the location and general character of
your material physical properties. In this regard, include information regarding the suitability, adequacy, productive capacity
and extent of utilization of the properties. See Item 8 of Form 1-A. Additionally, please file your lease agreement as an exhibit.
See Item 17(6)(b)(iv) of Form 1-A for reference.

The Offering Circular has been amended to include increased
detail on the property and facilities of the company and its current logistics contractors.

With regard to the lease agreement for its West Hollywood
office space, the Company respectfully believes that it is not required to file this agreement as a material contract. The lease
in question was made in the ordinary course of business, and the Company believes that equivalent office space would be easily
available at a comparable price. The Company does not use this facility for production or storage of its products.

Compensation of Directors and Executive Officers, page 32

6.
We note the options granted to the executive officers as referenced in the last paragraph of this section. Please include such
compensation in the table as other compensation.

Additional disclosure has been added to the compensation
table to reflect that the exercise price of the options when granted was intended to be the market price of the shares.

Interests of management and Others in Certain Transactions,
page 35

7.
Please disclose all related party transactions for your last two and current fiscal years where the amount involved is the lesser
of $120,000 or 1% of your average total assets of the last two fiscal years. See Item 13 of Form 1-A for guidance.

The Offering Circular has been amended to reflect all related
party transactions.

Statements of Operations, page 48

8. In your statement of operations for the year ended December
31, 2014, you have presented a loss on disposal of assets of $135,623 and a loss on inventory write-off of $398,748 as components
of other income (expense). Please revise to reflect the inventory write-off as a component of cost of revenues as required by the
guidance in ASC 420-10-S99-3. Additionally, the loss on disposal of assets should be included as a component of your loss from
operations. Refer to the guidance outlined in ASC 360-10-45-4 and ASC 360-10-45-5.

Corrections to the financial statements have been made as
suggested. Note 3 to the financial statements has also been amended to disclose the correction from the previously filed version.

Exhibits

9. We note on page 8 that Newgistics stores and ships all of
your product. Please file your outsourcing agreement with Newgistics as an exhibit or advise. See Item 17(6)(b)(ii) of Form 1-A.

The Company believes that it was important to provide investors
with information regarding their current logistics provider. However, the Company respectfully submits that this agreement is one
in which ordinarily accompanies the business of direct-to-consumer online retail and does not meet the standard of materiality.
The company’s business is not substantially dependent on the provision of services by Newgistics.

The services performed by Newgistics include storing the
Company’s products, packing orders when they come in, fulfilling those orders, and processing returns of merchandise. Current
major competitors to Newgistics that the Company could turn to include FedEX and UPS. Other smaller competitors dedicated to online
retail include Whiplash Merchandising Logistics, and Amplifier, Inc. In fact, as a greater share of economic activity moves into
online ordering, there are a greater number of fulfillment services available to companies like Denim.LA, Inc. it is possible that
in the future the Company may find it advantageous to move to a different fulfillment service provider at the right terms, even
if it meant a short term impact on the financial results of the Company.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Denim.LA, Inc. filed on March 23, 2016. If you have additional questions or comments, please contact
me at Andrew.stephenson@khlklaw.com.

Sincerely,

/s/Andrew Stephenson

Andrew Stephenson

KHLK LLP

cc: Mark Lynn

Chief Executive Officer

Denic.LA, Inc.

899 Beverly Blvd., Suite 600

West Hollywood, CA 90069

Mail Stop 3561
April 14, 2016

Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Offering Statement  on Form 1-A
Filed  March 23, 2016
  File No. 024-10535

Dear Mr. Lynn :

We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act  require s.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

General

1. We note that the Series A preferred stock is convertible into common stock at any time.
Please revise the Form 1 -A to also include the common stock underlying the Series A
preferred stock in this  offering.  See the Note to Rule 251(a) of Regulation A.

2. Please revise to include the auditors’ consent to the use of their audit report as an exhibit
to the filing. Refer to Part III - Exhibits, Item 17.11 of Form 1 -A for further guidance.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 2

 Cover Page,  page i

3. We note on your cover page that you are offering up to 11,111,111 shares of Seri es A
preferred s tock.  However, on page 41 you state you are offering shares of Series Seed
preferred s tock.  Please  reconcile.  Also, please revise the cover page to provide the table
in the form set forth in Item 1(e) of Part II of Form 1 -A.  In addition, please revise the
cover page and plan of distribution to discuss the right of first refusal as referenced on
page 14.  Lastly, we note that the offering will termina te after 150 days.  However, the
right of first refusal allows the major investors 10 days to exercise their right of first
refusal and then the company has 90 days to offer the remaining securities.  Please
reconcile.

Risk Factors, page 6

4. We note that y ou are authorized to issue up to 49,000,000 shares of common stock and
that based on the dilution chart on page 10 if all of the outstanding securities are
converted into common stock and if this offering is sold in its entirety and converted into
common s tock, you would have outstanding 53,387,972 of common stock.  Please
consider adding a risk factor that addresses the concern that you may not have enough
authorized shares if all of your outstanding instruments are converted to common stock
and how this m ay potentially limit the ability to convert the preferred shares issued in this
offering.

The Company’s Property, page 25

5. Please state briefly the location and general character of your material physical
properties. In this regard, include information regarding the suitability, adequacy,
productive capacity and extent of utilization of the properties.  See Item 8 of Form 1 -A.
Additionally, please file your lease agreement as an exhibit.  See Item 17(6)(b)(iv) of
Form 1 -A for reference.

Compensation of  Directors and Executive Officers, page 32

6. We note the options granted to the executive officers as referenced in the last paragraph
of this section.  Please include such compensation in the table as other compensation.

Interests of Management and Others  in Certain Transactions, page 35

7. Please disclose all related party transactions for your last two and current fiscal years
where the amount involved is the lesser of $120,000 or 1% of your average total assets of
the last two fiscal years.  See Item 13 o f Form 1 -A for guidance.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 3

 Statements of Operations, page 48

8. In your statement of operations for the year ended December 31, 2014, you have
presented a loss on disposal of assets of $135,623 and a loss on inventory write -off of
$398,748 as components o f other income (expense). Please revise to reflect the inventory
write -off as a component of cost of revenues as required by the guidance in ASC 420 -10-
S99-3. Additionally, the loss on disposal of assets should be included as a component of
your loss from operations. Refer to the guidance outlined in ASC 360 -10-45-4 and ASC
360-10-45-5.

Exhibits

9. We note on page 8 that Newgistics stores and ships all of your product.  Please file your
outsourcing agreement with Newgistics as an exhibit or advise.  See Item  17(6)(b)(ii) of
Form 1 -A.

We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the event you ask us to qualify your offering statement , please provide  a written
statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, qualify the
filing, it does not foreclose the Commission from taking any action with respect to the
filing;

 the action of the Commission or the staff, acting pursuant to delegate d authority, in
qualifying the  filing, does not relieve the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 the company ma y not assert staff comments and/or qualification as a defense in any
proceed ing initiated by the Commission or any person under the federal securities laws of
the United States.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 4

 You may contact  Suying Li  at (202) 551-3335 or Linda Cvrkel  at (202) 551 -3813  if
you have questions  regarding  comments  on the financial  statements  and related matters.   Please
contact Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357  with any other
questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson
 KHLK LLP