true
This amendment is being filed to clarify that the Company erroneously reported that the Repo Facility (as defined herein) had been executed.
0001829794
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2025-09-18
2025-09-18
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13
OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2025 (September 18, 2025)
__________________________
Empery
Digital Inc.
(Exact Name of Registrant as Specified in its Charter)
__________________________
| Delaware |
001-40867 |
84-4882689 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
3121
Eagles Nest Street, Suite 120
Round Rock, TX 78665
(Address of principal executive offices and zip
code)
(512) 400-4271
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
|
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
EMPD |
|
NASDAQ |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
This amendment is being filed to clarify that the Company erroneously
reported that the Repo Facility (as defined herein) had been executed.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
Agreement to enter into Master Repurchase Agreement
On September 19, 2025, Empery Digital Inc. (the
“Company”) entered into an agreement with NYDIG Funding LLC (the “Buyer”) to enter into a Master
Repurchase Agreement (the “MRA”) and a related transaction confirmation (such confirmation, together with the MRA,
the “Repo Facility”). The Repo Facility is expected to close on or about September 26, 2025 and will provide $50.00
million in exchange for purchased securities in the form of Bitcoin (BTC). The Repo Facility accrues interest at a per annum rate equal
to 8.5%. The initial maturity date of the Repo Facility will be August 31, 2026 and prepayment is subject to a termination fee depending
on the timing of the prepayment.
The Repo Facility will contain customary representations,
warranties, covenants, conditions precedent to funding, financial and other covenants applicable to the Company and events of default.
In addition, the Repo Facility will require the Company to post additional purchased securities as margin, which margin requirement may
be increased or decreased from time to time. Execution and completion of the Repo Facility remains subject to satisfaction of certain
conditions, including customary closing conditions and the Buyer’s funding arrangements. The Buyer has informed the Company that
it has taken steps to satisfy such funding requirements.
SIGNATURES
Pursuant to the requirements of
the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Empery Digital Inc. |
| |
(Registrant) |
| |
|
| Date: September 19, 2025 |
/s/ Greg Endo |
| |
Greg Endo
Chief Financial Officer |
