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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): June 30, 2026 (June 26,
2026)
__________________________
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) |
2512 W Pecan St, Unit 230
Pflugerville, TX 78660
(Address of principal executive offices and zip
code)
(512) 400-4271
(Registrant’s telephone number, including
area code)
3121 Eagles Nest Street, Suite 120
Round Rock, TX 78665
(Former name or former address, if changed since last report)
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-4(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.
Item 1.01 Entry Into a Material Definitive Agreement.
On June 30, 2026, Empery Digital Inc. (the “Company”)
announced a strategic partnership with Cardinal Power LLC (“Cardinal”), which is affiliated with Hunt Properties. The
goal of the strategic partnership is to originate, evaluate, and acquire powered land properties with secured tenants suitable for artificial
intelligence and high-performance computing data center development. Each of Volcon Epowersports LLC, a wholly-owned subsidiary of the
Company (“Volcon Epowersports” and, together with the Company, “Empery”), and TexStack Infrastructure,
LLC (“TexStack”), a subsidiary of Cardinal, entered into an Amended and Restated Limited Liability Company Agreement
(the “LLC Agreement”) setting forth the terms relating to EMHU, LLC, a Delaware limited liability company (the “Partnership”),
dated June 26, 2026.
Pursuant to the LLC Agreement, Empery made an
initial capital contribution of $2.9 million and committed to making a further capital contribution of $62.1 million upon the contemplated
closing of the Property Acquisition (as defined below). TexStack made an initial capital contribution of $2.5 million to the Partnership
in connection with its payment of the initial deposit under the Property PSA (as defined below). Pursuant to the LLC Agreement, TexStack
holds 75% of the common units of the Partnership and Empery holds 25% of the common units.
As managing member under the LLC Agreement, TexStack
may make mandatory capital calls on a pro rata basis, and the Company has agreed to irrevocably guarantee such additional capital contributions
of Volcon Epowersports. Distributions from the Partnership may be made at the sole discretion of TexStack, as managing member, on a pro
rata basis, provided that, if the Property PSA is terminated prior to consummation, $2.5 million of the initial capital contributions
shall be distributed to TexStack and $400,000 shall be distributed back to Empery.
Pursuant to the LLC Agreement: (i) Empery has
a right of participation to purchase its pro rata share of any new equity issued by the Partnership, except if it is in breach of its
funding obligations, (ii) Empery has a co-sale right to participate on a pro rata basis in any proposed transfer of the common units held
by TexStack, (iii) subject to certain Empery consent rights, TexStack may require Empery to participate in a Deemed Liquidation Event
(as defined in the LLC Agreement), and (iv) each member shall have a right of first refusal over any transfers of another member’s
common units. Subject to certain limited exceptions, Empery must obtain the prior approval of TexStack for any transfer of its common
units to third parties. On June 29, 2026, the Partnership entered into the Property PSA (as described in Item 8.01 below), at which time
the LLC Agreement became a material definitive agreement of the Company.
The foregoing description of terms and conditions
of the LLC Agreement does not purport to be complete and is qualified in its entirety by the full text of such document, which is attached
hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under
Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, the Company issued
a press release announcing the strategic partnership with Hunt Properties, the Property PSA and the LOI (as defined below). A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item
7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On June 29, 2026, the Partnership entered
into a definitive agreement (the “Property PSA”) to purchase 100% of the equity interests of the current holder of
a fee simple title to a property in the Midwest (the “Property”) that, upon closing, is intended to be converted into
an AI data center, for an aggregate purchase price of approximately $230 million (the “Property Acquisition”). The
closing of the Property Acquisition is subject to certain closing conditions, including the Partnership’s completion of its due
diligence and the expiration of a review period contemplated to end on July 29, 2026, which review period may be extended under the Property
PSA. While the Company anticipates the Property Acquisition to close during the third quarter of 2026, there can be no assurance that
it will occur. In addition to the satisfaction by both the Partnership and the Property Seller of any closing conditions, TexStack is
the managing member of the Partnership and, as such, has full discretion to make any decisions on behalf of the Partnership with respect
to (i) its satisfaction relating to ongoing due diligence with respect to the Property, (ii) the Partnership’s decision whether
or not to close the Property Acquisition, and (iii) any decision whether or not to extend the Review Period and/or the closing date and,
if so, how often.
The Property has operated as a power-intensive
industrial facility for the past three years and includes an owned substation and associated infrastructure for the approximately 150
MW of currently available capacity under an existing power agreement with a local utility. A recent load study confirmed the facility’s
potential to almost double the available power to approximately 300 MW to support artificial intelligence workloads. Additionally, Cardinal
has executed a non-binding letter of intent (the “LOI”) with a leading provider of compute (the “LOI Parties”).
The LOI contemplates a triple net lease agreement between the Partnership and the LOI Parties that, subject to negotiation and execution
of a definitive lease agreement, would potentially produce an aggregate of up to $1 billion in net lease payments and contemplates the
ability to double the lease payments to the extent the power upgrade is completed.
The Company may in the future continue to cooperate
with Cardinal to continue executing on this strategy, the goal of which is to originate, evaluate, and acquire additional powered land
properties with secured tenants suitable for artificial intelligence and high-performance computing data center development.
Forward-Looking Statements
This Current Report on Form 8-K includes
forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,”
“expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,”
“forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements
address various matters including, without limitation, statements relating to the closing of the Property PSA and the timing thereof;
the conversion of the Property into a data center and the potential to increase its power capacity; the Partnership or its affiliate executing
a definitive agreement with the same or similar terms to the LOI, and the expected total net lease payments that may be realized in connection
therewith; the strategic partnership between Empery and Hunt Properties, its ability to execute on its shared vision for AI infrastructure
and to identify, fund and execute on future opportunities, and the realization of the expected benefits therefrom; the Company’s
bitcoin strategy and statements relating to the Company’s ability to create long-term value for shareholders. Each forward-looking
statement contained in this Current Report on Form 8-K 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 Partnership’s ability to fund the Property Acquisition
with equity or a combination of equity and debt funding on desirable terms; reduced demand for data centers or decreases in information
technology spending; increased competition or available supply of data center capacity; delays or disruptions in connectivity or availability
of power; deterioration in the relationship between the Company and Hunt Properties or the potential tenant; 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 with 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 purposes, 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, 2025, and other information the Company has or may file with the U.S. Securities and Exchange Commission.
We caution investors not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K.
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 Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Limited Liability Company Agreement of EMHU, LLC, dated June 26, 2026.* |
| 99.1 |
|
Press release issued on June 30, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules, exhibits and similar attachments have been omitted
pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(a)(6) and Item 601(b)(10)
of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon
request.
SIGNATURES
Pursuant to the requirements of the Securities
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. |
|
| |
|
|
Date: June 30, 2026
|
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
Exhibit 99.1
Empery Digital
Announces a $65 Million Strategic Investment in Midwest 150 MW AI Data Center Property
A Detailed LOI has Been Executed for a Triple
Net Lease That Will Service a High Investment Grade Global Leader in AI Computing Hardware
Expansion Option Allows for Almost Doubling
the Power Capacity to Approximately 300 MW
Empery Digital Expected to Own a 25% interest
in a Property with Total Net Lease Payments that Could Potentially Realize $1B With Opportunity to Approximately Double After Power Capacity
Upgrades
Strategic Investment Allows Empery Digital to
Capitalize on Rapidly Growing Demand for Compute and Create Significant Shareholder Value
Investment Establishes Strategic Partnership
with Hunt Properties, Combining Hunt Properties’ Operational Expertise with Empery's Capital Markets Capabilities to Invest in a
Portfolio of Hyperscaler-Anchored Properties
AUSTIN, Texas – JUNE 30, 2026 – Empery Digital Inc.
(NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that it has entered into a definitive agreement
for a $65 million investment (the “Investment”) representing a 25% ownership into a private entity that is acquiring a strategically
located Midwest facility to be converted into a state-of-the-art AI data center.
The facility has operated as a power-intensive industrial facility
for the past three years and includes an owned substation and associated infrastructure for the approximately 150 MW of currently available
capacity under an existing power agreement with the local utility. A recent load study confirmed the facility’s ability to almost
double the available power to approximately 300 MW ready for AI workloads.
An affiliate of Hunt Properties, who is the managing member of the
private entity, has executed a non-binding LOI to finalize a triple net lease that could potentially produce $1B in payments with a leading
provider of compute, in turn servicing a global leader in AI computing hardware, providing exceptional credit quality and long-duration
cash flow visibility.
Empery Digital and Hunt Properties, Inc. have entered a strategic partnership
to jointly originate, evaluate, and acquire powered land properties with secured tenants suitable for AI and high-performance computing
data center development. The partnership will combine Hunt Properties’ decades of experience navigating utility interconnection
processes, power procurement, and energy infrastructure development and their established network of relationships across the U.S. with
Empery Digital’s public company platform, expertise in capital markets, and strong balance sheet, including its Bitcoin holdings,
to execute a shared vision for AI infrastructure.
“This investment is a very unique opportunity to capitalize on
the exploding demand for compute and power and partner with some of the best energy operators and investors in North America for the benefit
of Empery Digital shareholders,” said Ryan Lane, Co-Chief Executive Officer of Empery Digital. “By leveraging the combined
strengths of Hunt Properties and Empery Digital, we believe we will be able to identify, fund and execute on future opportunities that
create significant value.”
“Access to reliable, scalable power infrastructure is becoming
increasingly critical as the use of AI and HPC continues to expand and meeting that demand requires operational capability and sophisticated
access to capital,” said Al Allred, Chairman of Hunt Properties. “Empery Digital’s exceptional team and deep capital
markets expertise makes them the ideal partner to help us fund the power and infrastructure needed to support large-scale, high-density
HPC projects.”
“World-class customers have been clear about what they need:
resilient, mission-critical power delivered at scale and on timelines that match their ambitions,” added Mr. Allred. “We are
focused on translating that understanding into a best-in-class platform that earns the trust of these customers and can scale to meet
their needs.”
Details of the Investment
Under the terms of the agreement, Empery Digital will invest $65 million
to acquire a 25% stake in a newly formed acquisition entity (the “Acquiring Entity”) that will own the Midwest data center.
The investment is expected to close in the 3rd quarter of 2026, subject to customary closing conditions.
As part of its strategic investment, the Company is working with Hunt
Properties to continue executing on this strategy and the parties have identified additional investments where they are looking to execute
similar agreements. The Company intends to provide further updates on the partnership, including additional pipeline assets, in the coming
months as they materialize.
Effective immediately, Empery Digital will be discontinuing the treasury
dashboard as it believes reporting Company NAV based on Bitcoin holdings no longer fully reflects the total NAV of the Company. Management
will update shareholders with material changes in compliance with applicable securities laws.
Advisors
Clear Street acted as Financial Advisor and Ropes & Gray LLP served
as legal counsel to Empery Digital. Lake Street Capital Markets acted as Financial Advisor to the Acquiring Entity and Davis Polk &
Wardwell LLP served as legal counsel.
About Empery Digital Inc.
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.
About Hunt Properties, Inc.
In 1975, Hunt Properties was formed to provide real estate management
and advisory services for the vast real estate holdings of the late oilman, H.L. Hunt’s family.
In 1986, under the direction of new leadership, the company began partnering
with third-party institutional investors, providing a full scope of services for real estate projects of every type, size, and location.
Since 1987, Hunt Properties has strategically planned, developed, and
managed more than $2.5 billion worth of real estate asset portfolios across numerous asset classes. Today, Hunt Properties is recognized
as one of the nation’s leaders in commercial real estate development.
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 include, without limitation, the Company completing the investment in the private entity purchasing the
Midwest data center and the timing thereof; the potential for the Midwest data center facility to increase its power capacity; the private
entity executing a definitive triple net lease with the same or similar terms to the LOI with a high investment grade global leader in
AI computing hardware and the expected total net lease payments that may be realized; the closing of the purchase of the Midwest data
center and the timing thereof; cash proceeds the Company may receive from the private entity; the strategic partnership between Empery
and Hunt Properties, its ability to execute on its shared vision for AI infrastructure and to identify, fund and execute on future opportunities,
and the realization of the expected benefits therefrom; expectations of future demand for compute and power; and the Company’s bitcoin
strategy and statements relating to the Company’s ability to create long-term value for shareholders. 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; reduced demand for data centers or decreases in information technology spending; increased competition
or available supply of data center capacity; delays or disruptions in connectivity or availability of power; deterioration in the relationship
between the Company and Hunt Properties or the potential tenant; 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, 2025, and other information the Company has or may file with the U.S. Securities and Exchange Commission. 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.
Contacts
Empery Digital Contacts
For Sales: sales@emperydigital.com
For Investors: investors@emperydigital.com
For Marketing: marketing@emperydigital.com
For Media: Nicholas Leasure / Jacqueline Zuhse: teamemperydigital@reevemark.com
