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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): February 11, 2026
(February 10, 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. |
Amendment to Master Loan Agreement
On February 10, 2026, Empery Digital Inc. (the
“Company”) entered into the First Amendment to the Master Loan Agreement (the “MLA Amendment”) , with Two Prime
Lending Limited (the “Lender”), which amends the Master Loan Agreement by and between the Company and the Lender originally
dated as of October 12, 2025 (the “MLA”).
Pursuant to the MLA Amendment, among other things:
(a) the interest rate applicable to all outstanding and new borrowings under the MLA has been increased from 6.50% per annum to 7.50%
per annum from the date of the MLA Amendment, and (b) the collateral that the Company is required to provide the Lender for any amount
borrowed has been reduced from 250% to 174% of the applicable amount borrowed under the MLA. In connection with the amendment, the Lender
has agreed to release collateral equal to 350 Bitcoin (BTC) to the Company on the effective date of the MLA Amendment and incremental
collateral will be released on or prior to February 20, 2026.
The MLA Amendment is intended to enable the Company
to free up Bitcoin previously pledged as collateral for potential sale or other corporate purposes.
Except as expressly amended by the MLA Amendment,
the terms of the MLA remain unchanged, including the aggregate principal borrowing capacity of up to $100 million, the maturity date of
October 9, 2027, and the absence of commitment fees and prepayment penalties.
The foregoing description of the MLA Amendment
is not complete and is qualified in its entirety by reference to the full text of the MLA Amendment, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item
1.01 is hereby incorporated by reference into this this Item 2.03.
| Item 7.01 |
Regulation FD Disclosure. |
On February 11, 2026, the Company issued a press
release announcing its execution of the MLA Amendment with Two Prime Lending, a copy of which is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
As of February 10, 2026, the Company has repurchased
15,882,992 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.63,
including all fees and commissions. Following these repurchases, the current number of shares outstanding is 35,537,243, after giving
effect to the potential exercise of 870,240 pre-funded warrants.
| Item 9.01 |
Financial Statements and Exhibits. |
| 10.1 |
|
Amendment No. 1 to Master Loan Agreement, dated February 10, 2026, between the Company and Two Prime Lending Limited
|
| |
|
|
| 99.1 |
|
Press Release, dated February 11, 2026 |
| |
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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. |
|
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By: |
|
/s/ Greg Endo |
|
| |
Name: |
|
Greg Endo |
|
| |
Title: |
|
Chief Financial Officer |
|
Date: February 11, 2026
Exhibit 99.1
Empery Digital
Announces Amendment to Debt Facility to Enhance Balance Sheet Flexibility
Empery Digital Has Repurchased Approximately
15.9 Million Shares
AUSTIN, Texas – February 11, 2026 – Empery
Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that it has entered into an amendment
of its committed credit facility with Two Prime Lending to increase flexibility to the Company’s balance sheet and support the Company’s
effort to close the net asset value (“NAV”) gap.
The amended terms reduce the initial collateral
requirement on outstanding loans and future drawdowns from 250% to 174%, freeing up collateral and increasing management’s flexibility
to leverage the Company’s balance sheet, including reducing its bitcoin holdings, to fund future share repurchases and potentially
repay portions of other outstanding borrowings with higher collateral requirements. The amendment increases the interest rate on the facility
from 6.5% to 7.5%.
Management remains committed to maximizing per-share
value and continues to opportunistically repurchase shares at prices below NAV. As of February 10, 2026, the Company has repurchased 15,882,992
shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.63, including
all fees and commissions. Following these repurchases, the current number of shares outstanding is 35,537,243, after giving effect to
the potential exercise of 870,240 pre-funded warrants.
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
