DBGI · Digital Brands Group, Inc.

This At-the-Market (ATM) issuance agreement represents a material financing event for Digital Brands Group, Inc., granting it flexible, continuous access to public equity markets without the need for discrete offerings. Unlike traditional underwritten deals, ATM programs allow issuers to sell shares opportunistically based on market conditions, timing, and capital needs—potentially minimizing dilution impact and optimizing pricing. The $100 million ceiling signals management’s near-to-medium-term capital planning horizon, though actual sales will depend on market receptivity, trading volume, and internal funding requirements. The 2% sales agent fee is standard for ATM arrangements but directly erodes net proceeds; for every $1 million in gross sales, $20,000 goes to Aegis Capital. Critically, the agreement operates under strict SEC constraints—including the Form S-3 eligibility rule limiting sales to one-third of the non-affiliate market value annually—indicating the Company’s current public float remains constrained, likely reflecting limited liquidity or concentrated ownership. The reliance on an effective shelf registration (filed November 7, 2025; effective November 26, 2025) confirms recent regulatory readiness, while the inclusion of customary representations, indemnities, and termination provisions reflects negotiated risk allocation between issuer and agent. For investors, this signals both a need for additional capital and management’s preference for low-profile, incremental equity raises—potentially supporting growth initiatives or balance sheet strengthening, though specific use of proceeds is deferred to the prospectus supplement and not disclosed in this filing.