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Digital Brands Group (NASDAQ: DBGI) sets up $100M at-the-market stock program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Digital Brands Group, Inc. entered into an at-the-market sales agreement with Aegis Capital Corp. that allows it to issue and sell, from time to time, shares of common stock with an aggregate offering price of up to $100,000,000 under an effective Form S-3 shelf registration.

Sales will be made as at-the-market offerings under Rule 415(a)(4), with Aegis acting as sales agent on a commercially reasonable efforts basis and receiving a cash commission of 2.0% of the gross proceeds from each sale. Under General Instruction I.B.6 of Form S-3, primary offerings are limited to no more than one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.

Positive

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity $100,000,000 Aggregate offering price of common stock under at-the-market program
Sales agent commission 2.0% of gross proceeds Cash commission payable to Aegis Capital on each share sale
Non-affiliate float threshold $75,000,000 Form S-3 General Instruction I.B.6 market value threshold for one-third cap
One-third cap One-third of non-affiliate market value Maximum value of primary offerings in any 12-month period while below $75M
Shelf registration date November 7, 2025 Filing date of Form S-3 Registration No. 333-291361
Shelf effectiveness date November 26, 2025 Date Form S-3 shelf registration was declared effective by the SEC
ATM agreement date April 15, 2026 Date Digital Brands Group and Aegis Capital executed the ATM agreement
At-the-Market Issuance Sales Agreement financial
"entered into an At-the-Market Issuance Sales Agreement (the “Agreement”) with Aegis Capital Corp."
An at-the-market issuance sales agreement lets a company sell newly created shares directly into the public market at the current market price through a broker, on an ongoing basis rather than in one large deal. For investors, it matters because it can provide the company with flexible cash like adding fuel a little at a time, but it can also reduce each existing share’s ownership percentage and put downward pressure on the stock if sales are large.
shelf registration statement on Form S-3 regulatory
"pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-291361)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
General Instruction I.B.6 of Form S-3 regulatory
"Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell"
at-the-market-offering financial
"made by any method that is deemed to be an “at-the-market-offering” as defined in Rule 415(a)(4)"
Rule 415(a)(4) regulatory
"deemed to be an “at-the-market-offering” as defined in Rule 415(a)(4) under the Securities Act of 1933"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 15, 2026

 

 

 

Digital Brands Group, Inc.
(Exact name of registrant as specified in its charter)

 

 

 

Nevada   001-40400   46-1942864
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification Number)

 

1400 Lavaca Street, Austin, TX 78701
(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (212) 524-6860

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   DBGI   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 15, 2026, Digital Brands Group, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Agreement”) with Aegis Capital Corp., as sales agent (the “Sales Agent”), under which the Company may issue and sell through the Sales Agent, from time to time, shares of its common stock, par value $0.0001 per share (the “Common Stock” and such offered shares of Common Stock, the “Shares”), having an aggregate offering price of up to $100,000,000 (the “Offering”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-291361) filed with the U.S, Securities and Exchange Commission (the “SEC”) on November 7, 2025 and declared effective by the SEC on November 26, 2025. The Company filed a prospectus supplement with the SEC on April 15, 2026 in connection with the Offering. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the Common Stock in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of the Common Stock held by non-affiliates in any twelve (12)-month period, so long as the aggregate market value of the Company’s outstanding common stock held by non-affiliates remains below $75,000,000.

 

Sales of the Shares by the Sales Agent pursuant to the Agreement, if any, will be made by any method that is deemed to be an “at-the-market-offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms of the Agreement, the Sales Agent is not required to sell any specific amount of Shares but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares in the Offering. The Company will pay to Sales Agent, in cash, upon each sale of Shares pursuant to the Agreement, an amount equal to two percent (2.0%) of the gross proceeds from each sale of Shares.

 

The Agreement contains customary representations, warranties and agreements by the Company and the Sales Agent, indemnification rights and obligations of the Company and the Sales Agent, other obligations of the parties and termination provisions. The representations, warranties and agreements contained in the Agreement were made only for purposes of such Agreement and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the parties to the Agreement.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

A copy of the opinion of Lucosky Brookman LLP regarding the validity of the Shares that may be issued and sold in the Offering is filed as Exhibit 5.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
1.1   At-The-Market Issuance Sales Agreement, dated as of April 15, 2026, between Digital Brands Group, Inc. and Aegis Capital Corp.
5.1   Opinion of Lucosky Brookman LLP
23.1   Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DIGITAL BRANDS GROUP, INC.
     
Date: April 21, 2026 By: /s/ John Hilburn Davis IV
  Name:

John Hilburn Davis IV

  Title:

President and Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Digital Brands Group (DBGI) announce in this 8-K filing?

Digital Brands Group entered an at-the-market sales agreement with Aegis Capital Corp. to sell up to $100,000,000 of common stock. The shares will be issued from time to time under an effective Form S-3 shelf registration statement.

How large is Digital Brands Group’s new at-the-market offering capacity?

The at-the-market program permits issuance and sale of common stock with an aggregate offering price of up to $100,000,000. Shares will be sold from time to time through Aegis Capital Corp. as sales agent under the company’s effective Form S-3 shelf.

What commission will Aegis Capital earn on DBGI share sales?

Aegis Capital will receive a cash commission equal to 2.0% of the gross proceeds from each sale of Digital Brands Group common stock. This fee is paid on every transaction executed under the at-the-market Issuance Sales Agreement.

What limitations apply to Digital Brands Group’s at-the-market sales?

Under General Instruction I.B.6 of Form S-3, Digital Brands Group cannot sell common stock in public primary offerings exceeding one-third of the aggregate market value of non-affiliate holdings in any twelve-month period while that value remains below $75,000,000.

Which registration statement supports Digital Brands Group’s ATM program?

The at-the-market program is conducted under an effective shelf registration statement on Form S-3, Registration No. 333-291361. It was filed with the SEC on November 7, 2025 and declared effective on November 26, 2025, enabling ongoing primary offerings.

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