Empery Digital (NASDAQ: EMPD) lines up $50M Bitcoin-backed repo deal

Rhea-AI Filing Summary

Empery Digital Inc. filed an amended report to clarify that it has not yet executed a previously described repo financing, but has instead agreed with NYDIG Funding LLC to enter into a Master Repurchase Agreement and related confirmation (the "Repo Facility"). The Repo Facility is expected to close on or about September 26, 2025 and would provide $50.00 million in cash financing in exchange for Bitcoin (BTC) securities as collateral.

The Repo Facility will bear interest at an annual rate of 8.5% and has an initial maturity date of August 31, 2026. Empery Digital may prepay, but prepayment would trigger a termination fee that varies based on timing. The arrangement will include customary covenants and events of default, and will require the company to post additional Bitcoin collateral as margin, which can change over time. Completion of the Repo Facility remains subject to customary closing conditions and the Buyer’s funding arrangements.

Insights

Credit & capital structure analyst

Empery Digital outlines a $50M, BTC-backed repo facility at 8.5% due 2026, but closing is still subject to conditions.

Empery Digital describes an agreement with NYDIG Funding LLC for a Master Repurchase Agreement that would provide $50.00 million in financing secured by Bitcoin. The financing carries an annual interest rate of 8.5% and an initial maturity on August 31, 2026, which frames this as a term repo rather than very short-term liquidity.

The structure requires Empery Digital to post Bitcoin as purchased securities and to adjust margin over time, meaning volatility in BTC prices can drive collateral calls. The company also faces a termination fee if it prepays, adding a cost to early refinancing or deleveraging. Execution is not yet assured, as closing is subject to customary conditions and the Buyer’s funding arrangements, even though the Buyer has indicated it has taken steps toward those requirements.

This filing also corrects an earlier statement that the Repo Facility had already been executed. For investors, the key elements are the potential $50.00 million debt-like obligation at 8.5% interest, the Bitcoin-based collateral and margin mechanics, and the targeted closing around September 26, 2025, which together define both the funding source and risk profile if the facility is completed.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Understanding 8-K Material Events →

true This amendment is being filed to clarify that the Company erroneously reported that the Repo Facility (as defined herein) had been executed. 0001829794 0001829794 2025-09-18 2025-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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.

2

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

3

FAQ

What did Empery Digital Inc. (EMPD) correct in this amended 8-K/A filing?

The company clarified that it had erroneously reported that a Master Repurchase Agreement-based Repo Facility had already been executed. This amendment states that Empery Digital has entered into an agreement to enter into the Master Repurchase Agreement and related confirmation, and that execution and completion of the Repo Facility are still subject to closing conditions.

What are the key terms of Empery Digital's planned $50.00 million Repo Facility?

The planned Repo Facility with NYDIG Funding LLC is expected to provide $50.00 million in financing in exchange for purchased securities in the form of Bitcoin (BTC). It carries an annual interest rate of 8.5%, has an initial maturity date of August 31, 2026, and includes a termination fee if Empery Digital prepays, with the fee amount depending on when prepayment occurs.

When is Empery Digital’s Repo Facility expected to close and when does it mature?

The company states that the Repo Facility is expected to close on or about September 26, 2025, subject to satisfaction of closing conditions and the Buyer’s funding arrangements. The initial maturity date of the Repo Facility is August 31, 2026, defining roughly an 11-month financing term if it closes as expected.

How is the Repo Facility with NYDIG Funding LLC secured for Empery Digital (EMPD)?

The Repo Facility is structured around purchased securities in the form of Bitcoin (BTC). Empery Digital will be required to post these Bitcoin securities as collateral and to provide additional purchased securities as margin. The margin requirement can be increased or decreased over time, reflecting changes in agreed parameters such as collateral value.

What conditions must be satisfied before Empery Digital’s Repo Facility becomes effective?

Execution and completion of the Repo Facility are subject to customary closing conditions and to the Buyer’s funding arrangements. The filing notes that the Buyer has informed Empery Digital that it has taken steps to satisfy those funding requirements, but the Repo Facility has not yet been completed and remains contingent on these conditions.

What obligations and covenants will Empery Digital face under the proposed Repo Facility?

The Repo Facility will include customary representations, warranties, covenants, conditions precedent to funding, financial and other covenants applicable to Empery Digital, as well as events of default. These terms will govern how the company must operate while the Repo Facility is outstanding, and define circumstances under which the Buyer could exercise remedies.