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Empery Digital Inc. furnished an update on its business by issuing a press release that provides operational highlights and financial results for the quarter ended June 30, 2025. The company attached this press release as Exhibit 99.1 to a current report on Form 8-K. The information, including Exhibit 99.1, is treated as being "furnished" rather than "filed" under the Securities Exchange Act of 1934, which affects how it is used for legal liability purposes and in other SEC filings.
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.
Volcon, Inc. (VLCN) – Form 4 insider activity
- Reporting person: Brett S. Director, VP of Legal & Director.
- Purchased 10,000 common shares on 21-Jul-2025 at $10 each in the company’s private placement, bringing direct stock ownership to 10,000 shares.
- Granted 298,802 non-qualified stock options on 17-Jul-2025, exercisable at $10 and expiring 17-Jul-2035. Vesting is performance-based: 20% vests at VWAP ≥ $10, with additional 20% increments until fully vested at VWAP ≥ $30.
The cash purchase (≈ $100k) signals personal commitment, while the long-dated, performance-linked option grant aligns the executive’s incentives with shareholders under Nasdaq Rule 5635(c). Total beneficial ownership after the transactions is 10,000 shares plus 298,802 options.