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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): November 9, 2026 (November 6,
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 November 9, 2026, Empery Digital Inc. (the
“Company”) issued a press release providing an update on the lease negotiations for the Midwest data center investment
through EMHU LLC, including the extension of the amendment and extension to purchase the facility and an update on common stock repurchases
by the Company under the Company’s stock repurchase program. 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 ended November 6, 2026, the Company
repurchased 155,040 shares of its common stock under its $200 million share repurchase program at an average price of $2.36 per share,
including fees and commissions. As of November 6, 2026, the Company has repurchased an aggregate of 26,686,348 shares of its common stock.
Following these repurchases, the Company has 29,372,106
shares of common stock outstanding, after giving effect to the potential exercise of 1,653,686 pre-funded warrants, and approximately
$49 million remains available under the share repurchase authorization.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued on November 9, 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: November 9, 2026 |
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
Exhibit 99.1
Empery Digital Announces Update on Midwest Data
Center Investment and Share Repurchase Program
Empery Digital Has Repurchased an Additional
155,040 Shares
Empery Digital Has Repurchased Approximately
26.7 Million Shares
AUSTIN, Texas – November 9, 2026 – Empery Digital
Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today provided an update on its Midwest data center investment
and its share repurchases.
The Company and Hunt Properties, Inc. (“Hunt Properties”)
continue to advance lease negotiations for the Midwest AI data center facility and expect to execute a lease in the near term. While these
negotiations continue to progress, the definitive agreement to purchase the property has been amended and extended to maintain flexibility
while lease negotiations continue. Management believes that the Midwest data center facility is ideally positioned to serve hyperscalers
due to the immediate availability of 150 megawatts of power with an owned substation and the potential to expand to approximately 300
megawatts of power.
Share Repurchase Update
In the week ended November 6, 2026, the Company repurchased 155,040
shares of its common stock under its $200 million share repurchase program at an average price of $2.36 per share, including fees and
commissions. As of November 6, 2026, the Company has repurchased an aggregate of 26,686,348 shares of its common stock.
Following these repurchases, Empery Digital has 29,372,106 shares outstanding,
after giving effect to the potential exercise of 1,653,686 pre-funded warrants, and approximately $49 million remains available under
the share repurchase authorization.
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 Midwest data center investment, including the execution and timing of a lease and the amendment and extension of the
agreement to acquire the facility; 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 Company’s stock repurchase plans; 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 of 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 purposes; 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 U.S. Securities and Exchange
Commission (the “SEC”) on April 21, 2026), and in our Quarterly Reports on Form 10-Q for the three months ended June 30, 2026
and September 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
