UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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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 26, 2025 (
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
Master Repurchase Agreement
As previously disclosed, on September 19, 2025, Empery Digital Inc. (the “Company”) entered into an agreement to enter into a Master Repurchase Agreement (the “MRA”) and a related transaction confirmation (such confirmation, together with the MRA, the “Repo Facility”) with NYDIG Funding LLC (the “Buyer”).
On September 26, 2025, pursuant to the MRA, the Company executed the Repo Facility with a maturity date of August 31, 2026 (the “Term Loan”) providing $50.00 million in advances in exchange for purchased securities in the form of Bitcoin (BTC). The Term Loan will be used to repay outstanding borrowings under the existing borrowing facility in full with zero prepayment fees and provide additional capital for share repurchases.
Item 8.01 Other Information.
On September 26, 2025, the Company issued a press release announcing its execution of the Repo Facility confirmation and providing an update on repurchases by the Company under the Company’s stock repurchase program.
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 25, 2025, 4,446,844 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 $7.48 and approximately $67 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 | |
| 99.1 | Press Release, dated September 26, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 26, 2025 | /s/ Greg Endo |
| Greg Endo Chief Financial Officer |
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