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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.
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 |
