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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) |
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 |
