Empery Digital (VLCN) adds $75M credit line and details $100M buyback

Rhea-AI Filing Summary

Empery Digital Inc. entered into an uncommitted revolving credit agreement with Galaxy Digital LLC, allowing the company to borrow U.S. dollars or digital currency up to a notional $75,000,000, with economic terms and any maturity for each borrowing set at the time funds are drawn.

The company also updated its previously authorized $100 million stock repurchase program. As of September 5, 2025, Empery Digital has repurchased 1,626,007 shares of common stock at an average price of $7.23 per share, leaving approximately $88 million still available for future repurchases under the 24‑month program.

Insights

Credit & Capital Structure Analyst

Empery Digital adds a flexible $75M credit line and advances a $100M buyback program, modestly reshaping its capital options.

Empery Digital Inc. put in place an uncommitted revolving credit agreement with Galaxy Digital LLC, permitting borrowings in U.S. dollars or digital currency up to a notional $75,000,000. Because the line is uncommitted, the lender is not obligated to fund, and the economic terms and any maturity for each draw will be negotiated at the time of borrowing, so actual availability will depend on future mutual agreement.

The company also reiterated its previously authorized $100 million stock repurchase program. As of September 5, 2025, it has repurchased 1,626,007 shares of common stock at an average price of $7.23 per share, with approximately $88 million of capacity remaining over the 24‑month authorization. The combination of a sizeable remaining buyback and a negotiated, draw‑by‑draw credit line gives management additional tools for capital allocation, while the real impact will depend on how much of the revolver is actually drawn and how aggressively the remaining repurchase capacity is used.

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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 8, 2025 (September 7, 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 1.01 Entry Into a Material Definitive Agreement.

Uncommitted Revolving Credit Agreement

On September 7, 2025, Empery Digital Inc., a corporation organized and existing under the laws of the state of Delaware (the “Company”) entered into an uncommitted revolving credit agreement (the “Credit Agreement”) with Galaxy Digital LLC, a limited liability company organized and existing under the laws of the state of Delaware, as lender (the “Lender”), pursuant to which the Company may borrow either United States dollars or digital currency in an aggregate notional amount not to exceed $75,000,000, on the terms and subject to the conditions set forth therein. The economic terms and maturity date, if any, of each borrowing will be agreed between the Company and the Lender at the time of each borrowing under the Credit Agreement.

The foregoing description of the Credit Agreement is not complete and is qualified in it its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Information.

On September 8, 2025, Empery Digital Inc. (the “Company”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program and announcing its entry into the Credit Agreement.

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 5, 2025, 1,626,007 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 $7.23 and approximately $88 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
10.1*		Uncommitted Revolving Credit Agreement, dated September 7, 2025, by and between Empery Digital Inc. and Galaxy Digital LLC
99.1		Press Release, dated September 8, 2025
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.

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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 8, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

What new credit facility did Empery Digital Inc. enter into in this 8-K filing for VLCN?

Empery Digital Inc. entered into an uncommitted revolving credit agreement with Galaxy Digital LLC that allows the company to borrow U.S. dollars or digital currency up to a notional $75,000,000, with the economic terms and any maturity of each borrowing agreed at the time of each draw.

Who is the lender under Empery Digital Inc.'s new $75 million credit agreement?

The lender under the uncommitted revolving credit agreement is Galaxy Digital LLC, a Delaware limited liability company.

How large is Empery Digital Inc.'s stock repurchase program mentioned in the VLCN 8-K?

Empery Digital Inc.'s board previously authorized a stock repurchase program allowing the company to repurchase up to $100 million of its outstanding common stock over a 24‑month period.

How many shares has Empery Digital repurchased so far under its $100 million buyback?

As of September 5, 2025, Empery Digital has repurchased 1,626,007 shares of its common stock under the stock repurchase program at an average purchase price of $7.23 per share.

How much capacity remains under Empery Digital Inc.'s stock repurchase program?

Approximately $88 million remains available for future repurchases under Empery Digital Inc.'s $100 million stock repurchase program as of September 5, 2025.

What exhibits did Empery Digital file with this 8-K related to VLCN?

Empery Digital filed the Uncommitted Revolving Credit Agreement dated September 7, 2025 as Exhibit 10.1, a press release dated September 8, 2025 as Exhibit 99.1, and the Cover Page Interactive Data File as Exhibit 104.