Digital Brands Group, Inc. 8-K

What Happened
Digital Brands Group, Inc. (DBGI) announced on April 15, 2026 that it entered into an At‑the‑Market Issuance Sales Agreement with Aegis Capital Corp. Under the agreement the company may issue and sell, from time to time, shares of its common stock with an aggregate offering price of up to $100,000,000. The offering is being made under an effective Form S‑3 shelf registration (No. 333-291361) declared effective November 26, 2025; a prospectus supplement was filed April 15, 2026.

Key Details

• Agreement date: April 15, 2026; Sales agent: Aegis Capital Corp.
• Aggregate offering capacity: up to $100,000,000 of common stock.
• Agent fee: 2.0% of gross proceeds on each sale.
• Regulatory note: Sales will be made as “at‑the‑market” offerings under Rule 415; sales are subject to Form S‑3 General Instruction I.B.6 limits (no more than one‑third of the market value held by non‑affiliates in a 12‑month period while non‑affiliate market value is below $75M).
• Legal counsel opinion regarding the validity of the shares is filed as Exhibit 5.1.

Why It Matters
This ATM facility gives DBGI a flexible way to raise capital over time by selling shares into the market as needed, rather than in a single large transaction. For investors, any issued shares will increase the company’s outstanding share count and dilute existing ownership proportionally; the size and timing of dilution depend on whether and how much the company actually sells. Monitor future company filings and prospectus supplements for details on actual sales, pricing, and the impact on share count and cash proceeds.