Empery Digital (NASDAQ: EMPD) adds $50M repo, updates buyback program

Rhea-AI Filing Summary

Empery Digital Inc. entered into a Master Repurchase Agreement–based term loan with NYDIG Funding LLC, providing $50.00 million of advances secured by Bitcoin securities and maturing on August 31, 2026. The company plans to use this Term Loan to fully repay its existing borrowing facility with no prepayment fees and to supply additional capital for stock repurchases.

The company also updated progress under its previously authorized $100 million stock repurchase program. As of September 25, 2025, Empery Digital has repurchased 4,446,844 shares of common stock at an average price of $7.48 per share, with approximately $67 million still available for future repurchases under the program.

Insights

Capital structure and corporate finance analyst

Empery Digital adds $50M BTC-backed term loan and continues sizable buybacks.

Empery Digital has closed a Master Repurchase Agreement–based Term Loan with NYDIG Funding LLC, providing $50.00 million of financing secured by Bitcoin securities, with a maturity on August 31, 2026. The company states that this financing will repay its existing borrowing facility in full without prepayment fees and also fund additional share repurchases, effectively refinancing debt while maintaining capital returns.

The board had previously authorized a $100 million stock repurchase program over 24 months. As of September 25, 2025, the company has repurchased 4,446,844 shares at an average price of $7.48, leaving about $67 million available. The combination of a Bitcoin-backed repo facility and continued buybacks concentrates financial exposure on both digital asset collateral values and ongoing cash outlays for repurchases.

Future disclosures in periodic reports can show how the Bitcoin collateral, the Term Loan maturing on August 31, 2026, and the remaining repurchase capacity affect leverage, liquidity, and share count over time.

8-K Event Classification

3 items: 2.03, 8.01, 9.01

3 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 26, 2025 (September 26, 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. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.

Master Repurchase Agreement

As previously disclosed, on September 19, 2025, Empery Digital Inc. (the “Company”) entered into an agreement to enter into a Master Repurchase Agreement (the “MRA”) and a related transaction confirmation (such confirmation, together with the MRA, the “Repo Facility”) with NYDIG Funding LLC (the “Buyer”).

On September 26, 2025, pursuant to the MRA, the Company executed the Repo Facility with a maturity date of August 31, 2026 (the “Term Loan”) providing $50.00 million in advances in exchange for purchased securities in the form of Bitcoin (BTC). The Term Loan will be used to repay outstanding borrowings under the existing borrowing facility in full with zero prepayment fees and provide additional capital for share repurchases.

Item 8.01 Other Information.

On September 26, 2025, the Company issued a press release announcing its execution of the Repo Facility confirmation and providing an update on repurchases by the Company under the Company’s stock repurchase program.

As previously announced, on July 25, 2025, the Company announced that its board of directors authorized a stock repurchase program such that the Company could repurchase up to $100 million of the Company’s outstanding shares of common stock, par value $0.00001 per share over a 24-month period. As of September 25, 2025, 4,446,844 shares of the Company’s common stock have been repurchased by the Company under the stock repurchase program at an average purchase price per share of $7.48 and approximately $67 million remains available for repurchase under this program.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

3

FAQ

What new financing did Empery Digital (EMPD) enter into on September 26, 2025?

On September 26, 2025, Empery Digital Inc. executed a Master Repurchase Agreement–based Repo Facility with NYDIG Funding LLC, creating a Term Loan that provides $50.00 million in advances secured by Bitcoin securities and maturing on August 31, 2026.

How will Empery Digital use the $50 million Term Loan proceeds?

Empery Digital states that the $50.00 million Term Loan will be used to repay all outstanding borrowings under its existing borrowing facility with zero prepayment fees and to provide additional capital for stock repurchases under its repurchase program.

What is the size and duration of Empery Digital’s stock repurchase program?

As previously announced, Empery Digital’s board authorized a $100 million stock repurchase program on July 25, 2025, allowing the company to repurchase its outstanding common shares over a 24-month period.

How many Empery Digital shares have been repurchased so far and at what price?

As of September 25, 2025, Empery Digital has repurchased 4,446,844 shares of its common stock at an average purchase price of $7.48 per share under the authorized repurchase program.

How much capacity remains under Empery Digital’s stock repurchase program?

As of September 25, 2025, approximately $67 million remains available for additional share repurchases under Empery Digital’s $100 million stock repurchase program.

What disclosure did Empery Digital make about the Repo Facility press release?

Empery Digital noted that on September 26, 2025 it issued a press release announcing execution of the Repo Facility confirmation and providing an update on repurchases, which is furnished as Exhibit 99.1 and incorporated by reference.