A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
pre‑funded warrantsfinancial
Pre-funded warrants are a type of security that lets an investor buy a company’s common shares later by paying almost the full price up front; the tiny remaining exercise amount is paid when the warrant is converted into a share. Think of it like prepaying for a gift card that you can redeem for a stock: the issuer gets cash now and the investor can convert later. They matter to investors because conversion increases the number of outstanding shares (dilution) and can be used to manage ownership thresholds and regulatory or timing constraints.
warrantsfinancial
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
navfinancial
Net asset value (NAV) is the total value of all the investments and assets in a fund or company, minus any debts or liabilities, divided by the number of shares or units outstanding. It represents the per-share worth, giving investors an idea of what each share is truly worth based on the underlying assets. Think of it like a company's total worth divided among its shares, helping investors assess whether a share is fairly priced.
repo facilityfinancial
A repo facility is a short-term lending arrangement where one party sells a security and agrees to buy it back later at a slightly higher price, effectively using the security as collateral for a loan. Think of it like pawning an item for quick cash with a promise to reclaim it—this provides banks and markets with ready liquidity, helps keep short-term interest rates stable, and can influence borrowing costs and asset prices that matter to investors.
shelf registration statementregulatory
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplementregulatory
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Accretive Capital Raise at a Premium to NAV Further Strengthens Balance Sheet and Supports Ongoing Share Repurchase Strategy
AUSTIN, Texas--(BUSINESS WIRE)--
Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced the closing of its previously announced $25 million registered direct offering with an existing institutional investor (the “Offering”). The Offering consisted of 4,638,219 shares of common stock (or pre‑funded warrants in lieu thereof) and 4,638,219 accompanying warrants to purchase shares of common stock at a combined offering price of $5.39 per share (or pre‑funded warrant), representing approximately 103% of the Company’s NAV at the time of signing. The accompanying warrants have an exercise price of $6.27 per share, are exercisable immediately, and expire four years from the date of issuance.
“Our team’s capital markets expertise allowed us to negotiate a transaction directly with a sophisticated institutional investor that benefits both parties while also creating value for all of our shareholders,” said Ryan Lane, Co-Chief Executive Officer of Empery Digital. “Our understanding and skill set is critical to efficiently and effectively operating a treasury strategy, including by continuing to identify opportunities to execute an accretive transaction at a price above NAV while repurchasing shares below NAV.”
The Company intends to use the net proceeds from the Offering, together with cash on hand, to reduce outstanding debt, including the full repayment of its $50 million repo facility and an incremental draw on its other existing credit facility, resulting in an approximate $40 million net reduction in debt. The Company did not engage any placement agent in connection with the Offering and therefore will not pay any placement fees or advisory fees.
The securities described above were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-290374) declared effective by the Securities and Exchange Commission (“SEC”) on September 19, 2025. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov
Empery Digital empowers progress by unlocking the transformative potential of digital asset management through blockchain. The Company employs a bitcoin treasury strategy focused on aggregating bitcoin and maximizing bitcoin per share while working to build a future where blockchain is the foundation of growth through transparency, efficiency, and accountability. As a company they apply themselves relentlessly by making disciplined decisions that drive long-term value for shareholders. For them, Bitcoin is not just another crypto format and blockchain isn’t just another tool, they’re fundamental drivers of progress.
Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “intend,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters, which may include without limitation statements relating to the sale of bitcoin or whether the Company can raise capital above NAV and use proceeds for repaying outstanding debt and share repurchases and whether it will increase NAV per share, whether we will be able to continue to generate proceeds from derivative trades and whether we will be able to continue reducing corporate expenses. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, as well as those risks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other information the Company has or may file with the U.S. Securities and Exchange Commission, including those identified under the heading “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2025, June 30, 2025 and September 30, 2025. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
