Digital Brands Group (NASDAQ: DBGI) sets up $100M at-the-market stock program
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.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
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.
Key Figures
ATM capacity: $100,000,000
Sales agent commission: 2.0% of gross proceeds
Non-affiliate float threshold: $75,000,000
+4 more
7 metrics
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
Key Terms
At-the-Market Issuance Sales Agreement, shelf registration statement on Form S-3, General Instruction I.B.6 of Form S-3, at-the-market-offering, +2 more
6 terms
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 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.
Who provided the legal opinion for the DBGI at-the-market offering?
Lucosky Brookman LLP provided the legal opinion on the validity of the Digital Brands Group shares that may be issued and sold in the at-the-market offering. This opinion is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1.