Empery Digital (NASDAQ: EMPD) adds $50.00 million bitcoin-backed repo facility

Rhea-AI Filing Summary

Empery Digital Inc. entered a new Master Repurchase Agreement with NYDIG Funding LLC, creating a bitcoin-backed repo facility that allows up to $50.00 million in advances secured by Bitcoin. The advances bear interest at an annual rate of 8.5% and currently mature on August 31, 2026, with prepayments subject to a timing-based termination fee. The arrangement includes customary covenants, conditions and events of default, and requires the company to post additional bitcoin margin as values change.

Separately, the company amended its committed borrowing facility to raise the amount available for funding share repurchases from $25 million to $35 million. Empery Digital plans to use proceeds from the new repo facility to repay this borrowing facility in full with no prepayment fees and to provide extra capital for stock buybacks. Under its previously authorized $100 million repurchase program, the company had repurchased 3,522,233 shares at an average price of $7.35 per share as of September 18, 2025, with approximately $74 million remaining available.

Insights

Capital structure and corporate finance analyst

Empery Digital adds bitcoin-backed debt to fund larger share repurchases.

Empery Digital Inc. entered a bitcoin-backed Master Repurchase Agreement with NYDIG Funding LLC, providing up to $50.00 million of financing at 8.5% interest through August 31, 2026. This facility is secured by Bitcoin, with margin requirements that can change over time, so the company’s leverage and collateral needs will depend on bitcoin price movements and compliance with the agreement’s covenants.

The company simultaneously increased its committed borrowing capacity for share repurchases from $25 million to $35 million, and it intends to use the new repo proceeds both to repay that facility in full without prepayment fees and to support additional buybacks. As of September 18, 2025, it had repurchased 3,522,233 shares at an average of $7.35, with approximately $74 million still available under the $100 million authorization. The overall impact will depend on future bitcoin prices, interest costs and the pace of repurchases over the 24‑month program.

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 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. ☐

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

Master Repurchase Agreement

On September 18, 2025, Empery Digital Inc. (the “Company”) entered into a Master Repurchase Agreement (the “MRA”) with NYDIG Funding LLC (the “Buyer”) and a related transaction confirmation (such confirmation, together with the MRA, the “Repo Facility”). The Repo Facility provides up to $50.00 million in advances in exchange for purchased securities in the form of Bitcoin (BTC). Advances under the Repo Facility accrue interest at per annum rate equal to 8.5%. The initial maturity date of the Repo Facility is August 31, 2026 and prepayment is subject to a termination fee depending on the timing of the prepayment.

The Repo Facility contains customary representations, warranties, covenants, conditions precedent to funding, financial and other covenants applicable to the Company and events of default. The Repo Facility also requires the Company to post additional purchased securities as margin, which margin requirement may be increased or decreased from time to time.

Item 8.01 Other Information.

On September 18, 2025, the Company amended its previously announced committed borrowing facility to increase the amount that the Company may draw down upon to fund share repurchases from $25 million to $35 million. Drawdowns on the facility will be at the sole option of the Company. The Company intends to use the proceeds of the Repo Facility to repay the Company’s previously announced committed borrowing facility in full with zero prepayment fees and provide incremental capital for share repurchases.

On September 19, 2025, Empery Digital Inc. (the “Company”) issued a press release announcing its entry into the Repurchase Agreement, the amended committed borrowing facility 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 18, 2025, 3,522,233 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 $7.35 and approximately $74 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 19, 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 19, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

3

FAQ

What financing agreement did Empery Digital (EMPD) enter on September 18, 2025?

On September 18, 2025, Empery Digital Inc. entered into a Master Repurchase Agreement with NYDIG Funding LLC, creating a repo facility that provides up to $50.00 million in advances secured by Bitcoin.

What are the key terms of Empery Digital's new bitcoin-backed repo facility?

The repo facility offers up to $50.00 million in advances backed by Bitcoin, carries an 8.5% per annum interest rate, has an initial maturity date of August 31, 2026, and includes a termination fee on prepayment tied to timing. It also features customary covenants and requires Empery Digital to post additional bitcoin margin as needed.

How did Empery Digital change its borrowing capacity for share repurchases?

Empery Digital amended its committed borrowing facility on September 18, 2025 to increase the amount available for funding share repurchases from $25 million to $35 million.

How does Empery Digital plan to use proceeds from the new repo facility?

The company intends to use proceeds from the bitcoin-backed repo facility to fully repay its previously announced committed borrowing facility with zero prepayment fees and to provide incremental capital for stock repurchases.

What is the size and status of Empery Digital's stock repurchase program?

On July 25, 2025, Empery Digital's board authorized a stock repurchase program of up to $100 million over 24 months. As of September 18, 2025, the company had repurchased 3,522,233 shares at an average price of $7.35 per share, with approximately $74 million remaining available for repurchases.

How is Bitcoin used in Empery Digital's new financing arrangement?

Under the Master Repurchase Agreement, Empery Digital provides Bitcoin as the purchased securities securing advances. The company must post additional bitcoin margin as required, and the margin level may be adjusted up or down over time.