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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): October 26, 2026 (October 23.
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)
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 7.01 Regulation FD Disclosure.
On October 26, 2026, Empery Digital Inc. (the
“Company”) issued a press release announcing the resumption of purchases under the Company’s stock repurchase
program and certain other corporate updates. 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.
During the week ending October 23, 2026, the Company
repurchased 122,955 shares of its common stock under its $200 million stock repurchase program at an average price of $2.89 per share,
including fees and commissions. As of October 23, 2026, the Company has repurchased an aggregate of 26,363,499 shares of its common stock.
Following these repurchases, Empery Digital has
29,694,955 shares outstanding, after giving effect to the potential exercise of 1,653,686 pre-funded warrants, and approximately $50 million
remains available under the Company’s stock repurchase program.
As of October 23, 2026, the Company held 1,018
bitcoin, approximately $70 million in cash and approximately $35 million in debt.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued on October 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 15, 2026 |
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
Exhibit 99.1
Empery Digital
Resumes Share Repurchases and Provides Update on
Capital Allocation Priorities and Midwest Data Center Investment
Balance Sheet
Provides Flexibility to Resume Accretive Share Repurchases While
Maintaining Sufficient Capital to Execute on AI Infrastructure Opportunities
Midwest AI Data
Center Lease Execution Expected in the Near Term
AUSTIN, Texas – October 26, 2026 – Empery Digital
Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today provided an update on its share repurchases, capital
allocation priorities and Midwest AI data center investment.
Following the Company’s Annual Meeting, the Board and management
are excited to now focus solely on creating value for all shareholders. The Company has resumed repurchasing shares under its existing
share repurchase program, reflecting its continued belief that its shares are significantly undervalued relative to its balance sheet
and that repurchasing shares at current levels represents an attractive allocation of capital. Going forward, the Company intends to repurchase
shares opportunistically while maintaining sufficient cash to fund its current commitments and capitalize on future AI infrastructure
opportunities.
“Our focus remains on allocating capital to create shareholder
value, balancing accretive repurchases with investments that can generate meaningful cash flow” said Ryan Lane, Co-Chief Executive
Officer of Empery Digital.
Share Repurchase and Balance Sheet Update
In the week ending October 23, 2026, the Company repurchased 122,955
shares of its common stock under its $200 million share repurchase program at an average price of $2.89 per share, including fees and
commissions. As of October 23, 2026, the Company has repurchased an aggregate of 26,363,499 shares of its common stock.
Following these repurchases, Empery Digital has 29,694,955 shares outstanding,
after giving effect to the potential exercise of 1,653,686 pre-funded warrants, and approximately $50 million remains available under
the share repurchase authorization.
As of October 23, 2026, the Company held 1,018 bitcoin, approximately
$70 million in cash and approximately $35 million in debt.
Midwest AI Data Center Lease Update
The Company’s partner, Hunt Properties, Inc., continues to advance
the 15-year triple net lease for the Midwest AI data center facility that is expected to service high investment grade counterparties
and expects to execute the lease in the near term.
As previously announced, Empery Digital agreed to invest $65 million
for a 25% interest in the private entity acquiring the facility, which offers 150 megawatts of power with an owned substation and the
potential to expand to approximately 300 megawatts of power. Under the triple-net lease structure, the tenant will be expected to fund
the data center buildout, power usage and operating costs, with Empery Digital’s funding obligation limited to its initial $65 million
investment.
Hunt Properties continues to pursue attractive lease terms for the
partnership.
About Empery Digital
Empery Digital is focused on building long-term shareholder value through
its disciplined capital allocation strategy. The Company employs a bitcoin treasury strategy and is strategically expanding into AI infrastructure
and data center investments, partnering with operators that have decades of real-estate and energy infrastructure development experience
to capture growth at the intersection of digital assets and next-generation compute. Empery Digital is committed to transparency, efficiency,
and accountability, applying rigorous decision-making to drive sustainable, long-term shareholder value.
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 “achieve,” “advance,” “believe,”
“can,” “capitalize,” “continue,” “could,” “create,” “expand,”
“expect,” “focus,” “forward,” “future,” “going,” “growth,” “intend,”
“may,” “position,” “potential,” “resume,” “should,” “strategy,”
“update,” “will,” and other words of similar meaning. These forward-looking statements address various matters,
which include, without limitation, statements regarding our strategy, future operations, future financial position, capital allocation,
return on investments including, but not limited to, statements relating to: strategy related to and value creation potential of AI infrastructure
opportunities; the Company’s relationship with certain affiliates of Hunt Properties and the Hunt Family and any perceived benefits
therefrom; the Company’s bitcoin strategy; the benefits of repurchases of the Company’s shares; the ability to create future
cash flows; and statements relating to the Company’s ability to create value for shareholders and attractive allocation capital.
Each forward-looking statement is subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in such statements. Applicable risks and uncertainties
include the risks and uncertainties regarding, among other things: our ability to keep pace with new technology and changing market needs;
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 Cardinal Data Power, Inc. (“CDP”),
or with potential data center tenants; the significant valuation uncertainty associated with the Company’s data center investments
and the Company’s ability to realize a return on such investments; the Company’s limited ability to influence the operations,
governance and strategic direction of its minority, non-controlling investments; the ability of CDP and Hunt Properties to negotiate and
execute definitive long-term leases on commercially acceptable terms; potential delays or other impediments, including regulatory, in
the development of proposed data centers; the Company’s operations and business, including the highly volatile nature of the price
of Bitcoin and other cryptocurrencies; the Company’s stock price may be highly correlated to the price of the digital assets that
it holds; increased competition in the industries in which the Company operates; significant legal, commercial, regulatory and technical
uncertainty regarding digital assets generally; the treatment of crypto assets for U.S. and foreign tax purpose; the Company’s ability
to generate revenues from sales and generate cash from financing of inventory, sale of its products and Bitcoin derivatives; significant
decrease in the market value of the Company’s Bitcoin holdings; the Company’s reimbursement of expenses incurred in connection
with its activist defense matters pursuant to insurance coverage; the Company’s ability to obtain additional financing through equity
or debt offerings, obtain borrowings from financing arrangements or generate cash from the sale of Bitcoin and the competitive environment
of our business. Other risks and uncertainties include those identified under the heading “Risk Factors” contained in our
Annual Report on Form 10-K for the year ended December 31, 2025, (as amended by Form 10-K/A filed with the SEC on April 21, 2026), and
in our Quarterly Report on Form 10-Q for the three months ended June 30, 2026, and any subsequent filings with the SEC.
As a result of these and other factors, we may not achieve the plans,
intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking
statements. The forward-looking statements reflect our views as of the date hereof. We do not assume and specifically disclaim any obligation
to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
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
