Welcome to our dedicated page for Empery Digital SEC filings (Ticker: EMPD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Empery Digital Inc. filings document material events for a Nasdaq-listed emerging growth company built around a bitcoin treasury strategy. Its Form 8-K disclosures cover common stock repurchase updates, BTC treasury activity, operational and financial results, security-structure matters, and capital-structure changes involving borrowings and collateral.
The filing record also includes material definitive agreements and governance disclosures, including amendments to a master loan agreement and a Rights Agreement for preferred share purchase rights. These filings describe the company's common stock, repurchase program mechanics, financing arrangements, board actions, and public-company reporting obligations.
Empery Digital Inc. files a post-effective amendment converting its Form S-3 shelf to a non-automatic shelf and registering the resale by selling stockholders of 44,414,189 shares of Common Stock plus related warrant and pre-funded-warrant shares. The registration covers resale by PIPE purchasers and other selling stockholders; the company will not receive proceeds from resale transactions except to the extent any Pre-Funded Warrants or Warrants are exercised for cash.
The prospectus also registers up to 5,728,662 Pre-Funded Warrant Shares, 901,542 Gemini Warrant Shares, 163,929 Placement Agent Warrant Shares, and 25,000 Consultant Warrant Shares. Shares outstanding were 30,247,668 as of March 25, 2026.
Empery Digital Inc. files Post-Effective Amendment No. 2 converting its Form S-3 into a non-automatic shelf registering up to $1,000,000,000 of common stock to be offered from time to time.
The amendment includes a base prospectus and a sales agreement prospectus supplement for at-the-market sales through Aegis Capital Corp.. The prospectus describes the Company’s digital asset treasury strategy, the July 2025 private placements that generated aggregate gross proceeds of approximately $501.0 million (including $28.0 million in Bitcoin), use of net proceeds to acquire Bitcoin, share repurchase activity through March 25, 2026, and related governance provisions such as the Rights Agreement and authorized capital. Sales under the shelf may occur in one or more offerings and proceeds are intended for additional Bitcoin purchases, repayment of debt, and general corporate purposes.
Empery Digital Inc. files Post-Effective Amendment No. 2 to its Form S-3 to convert its shelf registration to a non‑automatic shelf and to include a base prospectus for offerings of up to $200,000,000 of various securities to be sold "from time to time" after effectiveness. A prospectus supplement covers 2,079,797 common shares issuable on exercise of pre-funded warrants and 4,638,219 common shares issuable on exercise of common warrants issued in a registered direct offering closed March 24, 2026. The filing discloses 30,247,668 shares of common stock issued and outstanding as of March 25, 2026 and describes the company’s digital asset treasury strategy, ATM capacity, and share repurchase activity.
Empery Digital Inc. filed its annual report outlining a major shift to a Bitcoin-focused treasury strategy alongside a much smaller ongoing E‑Bike and inventory financing business. In July 2025 it raised approximately $501.0 million in private placements of 44,414,189 common shares and pre-funded warrants, using $452.0 million of cash proceeds to acquire Bitcoin.
As of March 25, 2026, the company held 3,359 BTC, with 2,891 pledged as collateral against $95.0 million of debt, and recorded a $122.7 million unrealized loss on digital assets in 2025, representing 79.3% of operating expenses. Empery also operates a $1.1 billion ATM program and a share repurchase program, buying 23,114,391 shares for $135.6 million. It sold its four-wheel vehicle business to Venom, retaining the Brat E‑Bike and expanding inventory financing. The report highlights substantial going concern risk, heavy reliance on volatile Bitcoin values, unresolved material weaknesses in internal control, and extensive regulatory, counterparty, and custody risks around digital assets.
Empery Digital Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 registration statement and a base prospectus registering up to $200,000,000 of securities for sale from time to time, and a prospectus supplement registering 2,079,797 Pre-Funded Warrant Shares and 4,638,219 Common Warrant Shares issuable upon exercise of outstanding warrants.
The filing updates the shelf to reflect that the company expects to cease to be a well-known seasoned issuer, adds disclosure required for non‑WKSI registrants, and confirms that no additional securities are being newly registered in this amendment. The prospectus and supplement describe the company’s digital asset treasury strategy, recent registered direct offering and use of proceeds.
Empery Digital Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 to update the shelf prospectus and to register resale by selling stockholders of securities issued in July 2025 private placements. The prospectus covers 44,414,189 PIPE shares plus up to 5,728,662 pre-funded warrant shares, 901,542 Gemini warrant shares, 163,929 placement agent warrant shares and 25,000 consultant warrant shares.
The filing states no additional securities are being registered by this amendment. The Company will not receive proceeds from resale by the selling stockholders, except to the extent any Pre-Funded Warrants or Warrants are exercised for cash. Shares outstanding were 30,247,668 as of March 25, 2026.
Empery Digital Inc. filed a post-effective amendment to its Form S-3 and a prospectus supplement to permit at-the-market sales of up to $1,000,000,000 of common stock. The offering may be conducted through Aegis as sales agent and is intended to fund the Company’s digital asset treasury strategy, including purchases of Bitcoin, repayment of debt and share repurchases.
The prospectus supplement states there were 30,247,668 shares outstanding as of March 25, 2026, and illustrates that issuances following this offering could increase outstanding shares depending on sales price (the supplement uses $4.35 per share as a reference price). Sales under the ATM are discretionary and will be made from time to time after effectiveness.
Empery Digital Inc. is registering a registered direct offering of 2,558,422 shares of common stock, pre-funded warrants to purchase 2,079,797 shares and common warrants to purchase 4,638,219 shares in a package sold to certain investors at a public offering price of $5.39 per share.
The offering’s gross proceeds are approximately $25,000,000, with estimated net proceeds of approximately $24,840,000, which the company intends to use, together with cash on hand, to reduce outstanding debt by approximately $40 million through repayment of a $50 million Repo Facility and an incremental draw of approximately $10 million on its $100 million credit facility. The securities include immediately exercisable pre-funded warrants (exercise price $0.00001) and common warrants exercisable at $6.27 through March 24, 2030.
Empery Digital Inc. entered a definitive agreement for a registered direct offering of 4,638,219 shares of common stock (or pre-funded warrants) plus 4,638,219 accompanying warrants at a combined price of $5.39 per share or pre-funded warrant. This is expected to generate about $25 million in gross proceeds.
The company plans to use the net proceeds, together with cash on hand, to reduce outstanding debt by about $40 million by fully repaying a $50 million repo facility and drawing roughly $10 million on an existing $100 million credit facility with Two Prime. Empery Digital also reports repurchasing 22,352,084 shares at an average price of $5.92, resulting in 33,706,370 shares outstanding after giving effect to potential exercise of 2,696,395 pre-funded warrants, and notes that it holds 3,439 BTC in its treasury.
Empery Digital Inc. is facing an activist proxy contest: ATG Capital Opportunities Fund LP and affiliated participants, who beneficially own 4,500,000 shares (about 14.7% of common stock), are soliciting proxies to elect nine nominees to the board at the 2026 annual meeting.
ATG seeks to replace eight incumbents and fill one vacancy using a WHITE universal proxy card, asking stockholders to vote for its slate; ATG states that electing at least five nominees would give its slate a majority.