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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): March 23, 2026
(March 20, 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) |
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 1.01 Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On March 23, 2026, Empery Digital
Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain
institutional investors named on the signature page thereto, pursuant to which the Company agreed to issue and sell, in a registered direct
offering (the “Offering”) 2,558,422 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common
Stock”), at a purchase price of $5.39 per share, pre-funded warrants to purchase up to 2,079,797 shares of Common Stock (the “Pre-Funded
Warrants”) with $5.38999 of the exercise price per Pre-Funded Warrant being pre-funded at closing, and accompanying common stock
warrants to purchase up to 4,638,219 shares of Common Stock (the “Common Warrants” and, together with the Pre-Funded Warrants,
the “Warrants”) with an exercise price of $6.27 per Common Warrant. The closing of the Offering is expected to occur on or
about March 24, 2026, subject to customary closing conditions.
The gross proceeds to the Company
from the Offering are expected to be approximately $25 million before deducting estimated offering expenses payable by the Company.
The Offering was made pursuant
to that certain Registration Statement on Form S-3ASR, as amended (File No. 333-290374), which was originally filed on September 19, 2025,
including the prospectus contained therein. The Company will file a prospectus supplement with the U.S. Securities and Exchange Commission
pursuant to Rule 424(b)(5) relating to the Offering.
The Securities Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, and indemnification obligations of the Company. Under the Securities
Purchase Agreement, the Company and each of its directors and executive officers has agreed, subject to certain exceptions, to lock-up
restrictions as set forth in the lock-up agreements entered into in connection with the Offering. In
addition, the Securities Purchase Agreement contains a prohibition on additional issuances of equity or equity-linked securities until
30 days following the closing of the Offering, subject to certain exceptions.
Pre-Funded Warrants
The unfunded exercise price of
each Pre-Funded Warrant will equal $0.00001 per underlying share of Common Stock. The exercise price and the number of shares of Common
Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends,
stock splits, stock combinations, or similar events affecting the Common Stock. The Pre-Funded Warrants are exercisable in cash or by
means of a cashless exercise and will not expire until the date the Pre-Funded Warrants are fully exercised. The Pre-Funded Warrants may
not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates)
immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may
increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not
to any percentage in excess of 9.99%.
Common Warrants
The Common Warrants are exercisable immediately upon issuance at an
initial exercise price of $6.27 per underlying share of Common Stock (representing 120% of the net asset value per share of Common Stock
as of March 23, 2026). The exercise price and the number of shares of Common Stock issuable upon
exercise of each Common Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations,
or similar events affecting the Common Stock. The Common Warrants are exercisable in cash or by means of a cashless exercise and will
expire on the date that is four years following the original issuance date. The Common Warrants
may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates)
immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may
increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not
to any percentage in excess of 9.99%.
The Company shall use best efforts
to keep a registration statement registering the issuance or resale of the shares underlying the Warrants effective during the terms of
the Warrants.
The foregoing summaries of the Pre-Funded Warrants, the Common Warrants
and the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, copies of
such documents attached as Exhibits 4.1, 4.2 and 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.
A copy of the opinion of Ropes & Gray LLP relating to the legality of the issuance and sale of the Shares, Pre-Funded Warrants and
Common Warrants is attached as Exhibit 5.1 hereto.
Item 3.03 Material Modification to Rights of Security Holders.
In connection with the approval of the Securities Purchase Agreement
and the transactions contemplated thereby, and prior to the Purchaser becoming an “Acquiring Person” under the Rights Agreement
described below, the Board of Directors of the Company determined that the transactions contemplated by the Securities Purchase Agreement,
including the issuance and sale of the securities thereunder, constitute an “Exempt Transaction” under that certain Rights
Agreement, dated as of February 3, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights
Agreement”). As a result of that determination, neither the execution, delivery or performance of the Securities Purchase Agreement
nor the consummation of the transactions contemplated thereby will cause the Purchaser to become an “Acquiring Person” under
the Rights Agreement or otherwise trigger the rights thereunder.
Item 7.01 Regulation FD Disclosure.
On March 23, 2026, the Company issued a press release announcing the
Offering and updating its share repurchases through March 20, 2026. 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 Exhibits 99.1 and 99.2 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.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements.
These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”
“goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters
including statements relating to the anticipated timing of the closing of the Offering and the satisfaction of conditions thereto, and
the expected gross proceeds from the Offering. Each forward-looking statement contained in this Current Report on Form 8-K is subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable
risks and uncertainties include, among others, changes in business, market, financial, political and regulatory conditions; risks relating
to the Company’s operations and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies;
the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related
to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial,
regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and
foreign tax purpose, as well as those risks and uncertainties identified in the Company’s SEC filings. We caution investors not
to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K. You are encouraged to read
our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements
in this Current Report on Form 8-K speak only as of the date of this document, and we undertake no obligation to update or revise any
of these statements. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant |
| |
|
|
| 4.2 |
|
Form of Common Warrant |
| |
|
|
| 5.1 |
|
Opinion of Ropes & Gray LLP |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement |
|
|
|
| 23.1 |
|
Consent of Ropes & Gray LLP (contained in Exhibit 5.1) |
|
|
|
| 99.1 |
|
Press release issued on March 23, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K . The Company will
provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
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. |
|
| |
(Registrant) |
|
| |
|
|
Date: March 23, 2026
|
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
Exhibit 99.1
Empery Digital Announces $25 Million Registered
Direct Offering
Accretive Capital Raise at a Premium to NAV
Highlights Significant Shareholder Conviction in Empery Digital's Initiatives to Drive Shareholder Value
Company Committed to Reducing Outstanding Debt
Levels and Optimizing Balance Sheet to Continue Decreasing Discount to NAV
Company Has Repurchased Approximately 22.4 Million
Shares Under $200 Million Repurchase Program
AUSTIN, Texas – March 23, 2026 – Empery
Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that it has entered into a definitive
agreement with a current institutional investor for the sale of 4,638,219 shares of common stock (or pre-funded warrants in lieu thereof)
and 4,638,219 accompanying warrants to purchase shares of common stock, at a combined offering price of $5.39 per share (or pre-funded
warrant) and accompanying warrant, in a registered direct offering (the “Offering”). This price represents 103% of NAV at
the time of signing.
The warrants will have an exercise price of $6.27
per share, will be exercisable immediately, and will expire four years following the date of issuance. The closing of the offering is
expected to occur on or about March 24, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from
the offering, in addition to cash on hand, to reduce outstanding debt by approximately $40 million through the full repayment of the $50
million outstanding Repo Facility and an incremental draw down of approximately $10 million on the currently outstanding $100 million
credit facility with Two Prime.
“This accretive capital raise at a premium
to our NAV represents an important vote of confidence from an existing shareholder in our long-term vision and approach to generating
value for all shareholders,” said Ryan Lane, Co-CEO of Empery Digital. “We remain committed to leveraging capital markets
and our existing balance sheet to maximize value for all shareholders through opportunistic capital raises at share prices that represent
a premium to our NAV and repurchases at share prices that represent a discount to our NAV.”
The Company did not engage any placement agent
in connection with the Offering and therefore will not pay any placement fees.
Share Repurchase Update
As of March 20, 2026, the Company has repurchased
22,352,084 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $5.92,
including all fees and commissions. Following these repurchases and the Offering, the current number of shares outstanding is 33,706,370,
after giving effect to the potential exercise of 2,696,395 pre-funded warrants.
During the week ending March 20, 2026, the Company
sold 63 BTC for an average price of $72,791 per BTC, generating approximately $4.6 million of gross proceeds. Proceeds were used to fund
share repurchases. The Company currently holds 3,439 BTC in its treasury.
The securities described above are being offered
by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-290374) declared effective by the Securities and Exchange
Commission (“SEC”) on September 19, 2025. This press release does not constitute an offer to sell or a solicitation of an
offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or other jurisdiction. A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will
be available on the SEC’s website at www.sec.gov
See real-time NAV Metrics and other meaningful
information on our dashboard here: https://www.emperydigital.com/treasury-dashboard
Follow us on X: @EMPD_BTC
About Empery Digital Inc.
Built on Principles, Powered by Bitcoin
Empery Digital empowers progress by unlocking
the transformative potential of digital asset management through blockchain. The Company employs a bitcoin treasury strategy focused on
aggregating bitcoin and maximizing bitcoin per share while working to build a future where blockchain is the foundation of growth through
transparency, efficiency, and accountability. As a company they apply themselves relentlessly by making disciplined decisions that drive
long-term value for shareholders. For them, Bitcoin is not just another crypto format and blockchain isn’t just another tool, they’re
fundamental drivers of progress.
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 “anticipate,” “intend,” “expect,”
“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”
“goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters,
which may include without limitation statements relating to the sale of bitcoin and use of proceeds for repaying outstanding debt and
share repurchases and whether it will increase NAV per share, whether we will be able to continue to generate proceeds from derivative
trades and whether we will be able to continue reducing corporate expenses. Each forward-looking statement contained in this press release
is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement.
Applicable risks and uncertainties include, among others, changes in business, market, financial, political and regulatory conditions;
risks relating to the Company’s operations and business, including the highly volatile nature of the price of bitcoin and other
cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds;
risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal,
commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets
for U.S. and foreign tax purpose, as well as those risks and uncertainties identified under the heading “Risk Factors” in
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other information the Company has or may
file with the U.S. Securities and Exchange Commission, including those identified under the heading “Risk Factors” in the
Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2025, June 30, 2025 and September 30, 2025. We caution
investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to
read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking
statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of
these statements. 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
