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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):
August 18, 2025 (August 15, 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 7.01 Regulation FD Disclosure.
Press Release
On August 18, 2025, Empery Digital Inc. (the “Company”)
issued a press release announcing that the Company had entered into a committed borrowing facility to help fund repurchases under the
Company’s $100 million share repurchase program.
The press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit
99.1 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.
Item 8.01 Other Information.
On August 15, 2025, the Company entered into a
committed borrowing facility providing the Company with immediate access to $25 million to fund share repurchases by the Company under
the Company’s previously announced $100 million share repurchase program. Drawdowns on the facility will be at the sole option of
the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated August 18, 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: August 18, 2025 |
/s/ Greg Endo |
| |
Greg Endo
Chief Financial Officer |
