VLCN Form D: $501M equity & warrant sale fully subscribed

Rhea-AI Filing Summary

Empery Digital, Inc. has filed a Form D (Rule 506(c)) disclosing a $501.43 million private placement of equity and related warrant securities.

• Total offering amount: $501,428,510; the entire amount has already been sold, leaving $0 unsold.
• Date of first sale: 17 Jul 2025; the company does not expect the offering to last more than one year.
• Investors: 122 accredited purchasers; minimum subscription was $50,000.
• Compensation: $19,596,423 in cash commissions paid to Clear Street LLC and Aegis Capital Corp, plus warrants for up to 163,929 common shares exercisable at $10.00.
• Securities offered: common equity and options/warrants; no debt instruments.
• Use of proceeds: $0 earmarked for payments to executives, directors or promoters.
• Issuer size: undisclosed; exemption claimed under Rule 506(c), which requires verification that all purchasers are accredited investors.

The filing indicates a fully subscribed capital raise that delivers substantial new funding without directing proceeds to insiders, but it also introduces potential dilution through both equity issuance and placement-agent warrants.

Insights

Financial Analyst

TL;DR Successful $501 M raise boosts liquidity but materially dilutes equity; 4% cash fees and warrants add cost.

The company secured the entire $501.4 million target, signalling strong demand from accredited investors and immediately strengthening its balance-sheet flexibility. However, issuing both common stock and 163,929 warrants at $10 creates dilution pressure for existing holders. Cash commissions of roughly 3.9 % are within market norms but still trim net proceeds by nearly $20 million. No insider payouts suggest proceeds will be retained for corporate purposes, which is positive. Overall impact is favourable because funding is complete, although dilution risks should be monitored.

Securities Counsel

TL;DR Rule 506(c) filing appears procedurally sound; accredited-investor verification crucial.

The issuer relies on Rule 506(c), permitting general solicitation if all purchasers are verified accredited investors and resale restrictions are observed. The disclosure of sales commissions and warrants to placement agents meets Reg D requirements, and no proceeds flow to related persons, reducing conflict concerns. Given that the entire offering is sold, ongoing obligations include Form D amendments if facts change and Rule 144 holding periods for shares. Compliance risk is moderate provided investor verification records are robust.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001829794

Volcon, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Empery Digital, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Empery Digital, Inc.
Street Address 1		Street Address 2
3121 EAGLES NEST, SUITE 120
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ROUND ROCK	TEXAS	78665	512-400-4271

3. Related Persons

Last Name	First Name	Middle Name
Lane	Ryan
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Read	Ian
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chauhan	Rohan
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Homer	Matthew
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Silver	Timothy
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Endo	Greg
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Director	Brett
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Foster	Jonathan
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Solgaard	Adrian
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Olason	Orn
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kim	John
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tjon	Karin-Joyce
Street Address 1	Street Address 2
c/o Empery Digital Inc.	3121 Eagles Nest Street, Suite 120
City	State/Province/Country	ZIP/PostalCode
Round Rock	TEXAS	78665

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-17				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Clear Street LLC	000288933
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
150 Greenwich Street, Floor 45
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10007
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Aegis Capital Corp.	000015007
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1345 Avenue of Americas
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10105
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS NEW YORK UTAH VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount	$501,428,510	USD	or Indefinite
Total Amount Sold	$501,428,510	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

122

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$19,596,423	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

In addition to the cash compensation notes in "Sales Commission" above, the placement agents received warrants to purchase up to an aggregate of 163,929 shares of common stock with an exercise price of $10.00 per share, vesting as to 20% of the underlyin

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Empery Digital, Inc.	/s/ Greg Endo	Greg Endo	Chief Financial Officer	2025-08-01

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much did Volcon/Empery Digital (VLCN) raise in the Form D offering?

The filing reports a total offering and sale amount of $501,428,510.

What exemption is the company using for this private placement?

The issuer relies on Regulation D Rule 506(c), allowing general solicitation to accredited investors.

How many investors participated and what was the minimum investment?

122 accredited investors participated, with a $50,000 minimum subscription.

What fees were paid to placement agents?

Cash commissions totaled $19,596,423, and agents received 163,929 warrants exercisable at $10.00.

Will offering proceeds go to company insiders?

No. The Form D states $0 of proceeds are allocated to executive officers, directors or promoters.

Are any securities remaining to be sold?

No. The filing shows $0 remaining; the offering is fully subscribed.