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Get filing alertsDigital Brands Group establishes up to $100M at-the-market stock offering program with Aegis
Filed April 21, 2026 · Period ending April 15, 2026 · ~1 min read
Key Changes
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Company can now sell up to $100M of common stock through Aegis Capital at market prices over time, providing flexible capital-raising mechanism but creating potential dilution for existing shareholders.
Item 1.01 verify on EDGAR → -
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Actual sales limited to one-third of public float value per year while market cap stays below $75M, meaning the company may be unable to access the full up to $100M shelf depending on stock price performance.
Item 1.01 verify on EDGAR → -
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Sales agent has no obligation to sell any specific amount and will execute at its discretion using commercially reasonable efforts, creating uncertainty around timing and amount of future stock issuances.
Item 1.01 verify on EDGAR → -
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Aegis Capital will receive 2% commission on gross proceeds from each sale, reducing net capital raised by the company.
Item 1.01 verify on EDGAR →
Summary
Digital Brands Group has established an at-the-market equity offering program that allows the company to sell up to $100 million of common stock through Aegis Capital Corp. as needed. Unlike traditional stock offerings that happen all at once, this ATM program lets the company sell shares gradually into the open market at prevailing prices, providing flexible access to capital over time.
For existing shareholders, this creates meaningful dilution risk. The company can issue new shares whenever it chooses, which will reduce each current shareholder's ownership percentage. However, there's an important constraint: regulatory rules limit the company to selling no more than one-third of its public float value in any 12-month period as long as its market cap remains below $75 million.
This means the actual amount DBGI can raise may be far less than up to $100 million depending on its stock price. Investors should monitor the company's quarterly filings for disclosure of actual shares sold under this program. Watch for increases in shares outstanding on the balance sheet and dilution calculations in earnings reports. The frequency and size of sales will signal how urgently the company needs cash and whether its existing operations are generating sufficient funds.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”)
The company established an at-the-market equity offering program allowing it to sell up to $100 million of common stock through Aegis Capital Corp. as sales agent. Sales will occur from time to time at market prices rather than in a single transaction. The company will pay Aegis a 2% commission on gross proceeds from each sale.
Added in current filing · verify on EDGAR →
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.
Aegis Capital Corp. will receive a 2% commission on gross proceeds from each stock sale under the agreement. This is a relatively standard fee structure for at-the-market offerings and will reduce net proceeds to the company by 2% on any shares sold.
Added in current filing · verify on EDGAR →
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 sales agent has no obligation to sell any specific amount of stock and will use commercially reasonable efforts to execute sales consistent with normal market practices. This means the timing and amount of any stock sales are uncertain and will depend on market conditions and the company's capital needs.
Event · Item 9.01 — Financial Statements and Exhibits
Digital Brands Group entered an at-the-market equity offering agreement with Aegis Capital Corp on April 15, 2026.
Added in current filing · verify on EDGAR →
At-The-Market Issuance Sales Agreement, dated as of April 15, 2026, between Digital Brands Group, Inc. and Aegis Capital Corp.
The company has entered into an at-the-market (ATM) sales agreement with Aegis Capital Corp, allowing it to sell shares directly into the market over time rather than in a single offering. This provides the company with a flexible mechanism to raise capital as needed by selling equity at prevailing market prices.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify