Digital Brands Group, Inc. Announces At-The-Market Issuance Sales Agreement with Aegis Capital Corp.

Key Points from the SEC Filing

• At-The-Market Issuance Sales Agreement: Digital Brands Group, Inc. (DBGI) has entered into an At-The-Market (“ATM”) Issuance Sales Agreement dated April 15, 2026, with Aegis Capital Corp. as Sales Agent. This agreement enables DBGI to sell shares of its common stock, par value \$0.0001 per share, directly into the market at prevailing prices, subject to certain conditions.
• Maximum Flexibility for Capital Raising: The ATM program allows the company to issue shares from time to time, providing DBGI with flexibility to raise capital as needed without a traditional, fixed-price offering. The shares will be sold on The Nasdaq Stock Market LLC under the trading symbol “DBGI”.
• Legal and Regulatory Compliance: The company has filed all necessary documents with the SEC, including a Registration Statement and a Prospectus, and has received an opinion from Lucosky Brookman LLP regarding the validity of the Shares that may be issued and sold in the offering. The company represents that all its financial statements, disclosures, and filings are compliant with SEC regulations, including Regulation S-K and Regulation G concerning non-GAAP financial measures.
• No Emerging Growth Company Status: DBGI is not considered an ’emerging growth company’ under Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934, meaning it is subject to full reporting and compliance requirements.
• Use of Proceeds: The company has committed to use the net proceeds from the sale of shares substantially as described in the prospectus, under the section “Use of Proceeds”. This typically includes working capital, general corporate purposes, and potentially debt repayment, though investors should refer to the prospectus for specifics.
• Securities Registered and Exchange Listing: The only security registered pursuant to Section 12(b) is its common stock, listed on Nasdaq under “DBGI”.
• Ongoing Reporting and Disclosure: DBGI is required to keep investors informed through regular SEC filings, including annual and quarterly reports, and to promptly disclose any material events that may affect the company or the value of its shares.
• Price-Sensitive Risks and Shareholder Considerations:
  • Potential Dilution: The ATM program may result in dilution of existing shareholders, as new shares are issued into the market. The actual amount of dilution will depend on the number of shares sold and the price at which they are sold.
  • Market Impact: ATM offerings can potentially impact the share price, especially if large volumes of shares are sold at once or at lower prices. However, the agreement includes provisions to ensure the sales are conducted in an orderly manner and in compliance with Regulation M to prevent market manipulation.
  • Material Adverse Effects: The agreement contains representations that no material adverse effects have occurred since the last filing, and the company is not aware of any defaults, litigation, or regulatory issues that would materially affect its business. However, the company is obligated to promptly disclose any such events if they occur.
  • Regulatory and Exchange Compliance: Trading in DBGI’s common stock must not be suspended or delisted from Nasdaq for the ATM program to proceed. Any such suspension or delisting would be material and would likely impact share value.
  • No Improper Practices: The company has represented that it has not engaged in any improper, unlawful, or manipulative practices and is in compliance with the Foreign Corrupt Practices Act and other relevant regulations.
• Company Contacts: The ATM agreement specifies contact persons for both DBGI (John Hilburn Davis IV, CEO or Reid Yeoman, CFO) and Aegis Capital Corp. (Robert Eide, CEO). All notices and communications regarding the agreement are to be directed to these individuals.
• Share Adjustments: The agreement provides for automatic adjustment of share numbers in the event of share splits, consolidations, dividends, or similar corporate actions, ensuring the ATM reflects the current capital structure.
• Periodic Certifications: DBGI is required to deliver certifications at each “Representation Date”, confirming the accuracy of its SEC filings, compliance with the agreement, and absence of any material misstatements or omissions.
• Permitted Free Writing Prospectuses: Any free writing prospectus used in connection with the ATM must be approved in advance by both parties and comply with SEC rules.

Implications for Shareholders and Potential Price Sensitivity

• Potential Share Price Impact: The ATM offering enables DBGI to issue shares at prevailing market prices, which may affect share value depending on the volume and timing of sales. Investors should monitor SEC filings and press releases for updates on the number of shares sold and use of proceeds.
• Dilution Risk: Shareholders may experience dilution if significant numbers of shares are issued. The company has committed to transparency regarding the amount of shares sold and proceeds received.
• Regulatory and Market Stability: The agreement contains provisions to ensure compliance with SEC and Nasdaq listing requirements, and to prevent manipulative trading practices. Any breach or regulatory action could be material.
• Material Adverse Events: The company is required to promptly disclose any material adverse changes, litigation, regulatory actions, or suspensions/delistings that would affect the business or share value.

Conclusion

The announcement of the At-The-Market Issuance Sales Agreement represents a significant development for Digital Brands Group, Inc. by providing flexibility to raise capital as needed. Investors should be aware of the potential for dilution, the possibility of share price impact, and the company’s commitment to compliance and ongoing disclosure. Any material adverse events or regulatory actions will be disclosed promptly as required by SEC regulations.

Disclaimer

This article is based on information extracted from SEC filings and related documents and is intended for informational purposes only. It does not constitute investment advice or a solicitation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The author does not guarantee the accuracy or completeness of the information herein.

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