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): ~~February~~March 1123, 2026 (~~February~~March 1020, 2026)

__________________________

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~~Into a Material Definitive Agreement.

~~Amendment~~Securities toPurchase ~~Master Loan~~ Agreement

On ~~February~~March 1023, 2026, Empery Digital Inc. (the “Company”) entered into a securities purchase agreement (the ~~First~~“Securities ~~Amendment~~Purchase Agreement”) with certain institutional investors named on the signature page thereto, pursuant to which the ~~Master~~Company ~~Loan~~agreed ~~Agreement~~to issue and sell, in a registered direct offering (the “~~MLA~~Offering”) ~~Amendment~~2,558,422 shares (the “Shares”) of its common stock, ~~with~~par ~~Two~~value ~~Prime~~$0.00001 per share (“Common ~~Lending~~Stock”), ~~Limited~~at a purchase price of $5.39 per share, pre-funded warrants to purchase up to 2,079,797 shares of Common Stock (the “~~Lender~~Pre-Funded Warrants”), ~~which~~with ~~amends~~$5.38999 of the ~~Master~~exercise ~~Loan~~price ~~Agreement~~per byPre-Funded ~~and~~Warrant ~~between~~being ~~the~~pre-funded ~~Company~~at closing, and ~~the~~accompanying ~~Lender~~common ~~originally~~stock ~~dated~~warrants asto ofpurchase ~~October~~up 12to 4,638,219 ~~2025~~shares of Common Stock (the “~~MLA~~Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) with an exercise price of $6.27 per Common Warrant. The closing of the Offering is expected to occur on or about March 24, 2026, subject to customary closing conditions.

~~Pursuant~~The togross ~~the~~proceeds ~~MLA Amendment, among other things: (a) the interest rate applicable~~ to ~~all outstanding and new borrowings under~~ the ~~MLA has been increased from 6.50% per annum to 7.50% per annum from the date of the MLA Amendment, and (b) the collateral that the~~ Company ~~is required to provide the Lender for any amount~~ ~~borrowed has been reduced~~ from ~~250% to 174% of~~ the ~~applicable~~Offering ~~amount~~are ~~borrowed~~expected ~~under the MLA. In connection with the amendment, the Lender has agreed~~ to ~~release~~be ~~collateral~~approximately ~~equal~~$25 tomillion ~~350~~before ~~Bitcoin~~deducting ~~(BTC)~~estimated tooffering ~~the~~expenses ~~Company~~payable onby the ~~effective date of the MLA Amendment and incremental collateral will be released on or prior to February 20, 2026~~Company.

The ~~MLA~~Offering ~~Amendment~~was ismade ~~intended~~ pursuant to ~~enable~~that certain Registration Statement on Form S-3ASR, as amended (File No. 333-290374), which was originally filed on September 19, 2025, including the prospectus contained therein. The Company to ~~free~~will upfile ~~Bitcoin~~a ~~previously~~prospectus ~~pledged~~supplement aswith ~~collateral~~the ~~for~~U.S. ~~potential~~Securities ~~sale~~and orExchange ~~other~~Commission pursuant ~~corporate~~to ~~purposes~~Rule 424(b)(5) relating to the Offering.

~~Except~~The asSecurities ~~expressly~~Purchase ~~amended~~Agreement contains customary representations, warranties and agreements by the ~~MLA~~Company, ~~Amendment~~customary conditions to closing, and indemnification obligations of the Company. Under the Securities Purchase Agreement, the ~~terms~~Company and each of ~~the~~its ~~MLA~~directors ~~remain~~and ~~unchanged~~executive officers has agreed, ~~including~~subject ~~the~~to ~~aggregate~~certain ~~principal~~exceptions, ~~borrowing~~to ~~capacity~~lock-up restrictions ofas set forth in the lock-up toagreements ~~$100~~entered ~~million~~into in connection with the Offering. In addition, the ~~maturity~~Securities ~~date~~Purchase Agreement contains a prohibition on additional issuances of ~~October~~ 9,equity ~~2027,~~or ~~and~~equity-linked securities until 30 days following the ~~absence~~closing of ~~commitment~~the ~~fees~~Offering, ~~and~~subject ~~prepayment~~to ~~penalties~~certain exceptions.

The foregoing description of the MLA Amendment is not complete and is qualified in its entirety by reference to the full text of the MLA Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8Pre-KFunded ~~and is incorporated by reference herein.~~Warrants

~~Item~~The 2unfunded exercise price of each Pre-Funded Warrant will equal $0.0300001 ~~Creation~~per underlying share of aCommon ~~Direct~~Stock. ~~Financial~~The ~~Obligation~~exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or ansimilar ~~Obligation~~events ~~Under~~affecting anthe ~~Off~~Common ~~Balance~~Stock. ~~Sheet~~The ~~Arrangement~~Pre-Funded Warrants are exercisable in cash or by means of a ~~Registrant~~cashless exercise and will not expire until the date the Pre-Funded Warrants are fully exercised. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 9.99%.

~~The~~Common ~~information set forth above under Item 1.01 is hereby incorporated by reference into this this Item 2.03.~~Warrants

~~Item~~The 7Common Warrants are exercisable immediately upon issuance at an initial exercise price of $6.0127 ~~Regulation~~per FDunderlying ~~Disclosure~~share of Common Stock (representing 120% of the net asset value per share of Common Stock as of March 23, 2026). The exercise price and the number of shares of Common Stock issuable upon exercise of each Common Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Common Warrants are exercisable in cash or by means of a cashless exercise and will expire on the date that is four years following the original issuance date. The Common Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 9.99%.

On February 11, 2026, the Company issued a press release announcing its execution of the MLA Amendment with Two Prime Lending, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.2

~~Item~~The ~~8.01~~Company ~~Other~~shall ~~Events~~use best efforts to keep a registration statement registering the issuance or resale of the shares underlying the Warrants effective during the terms of the Warrants.

AsThe foregoing summaries of ~~February~~the ~~10,~~Pre-Funded ~~2026~~Warrants, the ~~Company~~Common ~~has repurchased~~Warrants ~~15,882,992~~and ~~shares~~the ofSecurities ~~its~~Purchase ~~common~~Agreement ~~stock~~do ~~under~~not ~~its~~purport ~~$200~~to ~~million~~be ~~share~~complete ~~repurchase~~and ~~program~~are subject to, atand anqualified ~~average~~in ~~purchase~~their ~~price~~entirety ~~per~~by, ~~share~~copies of such $6documents attached as Exhibits 4.631, ~~including~~ ~~all~~4.2 ~~fees~~ and ~~commissions~~10.1 ~~Following~~to ~~these~~this ~~repurchases~~Current Report on Form 8-K, ~~the~~which ~~current~~are ~~number~~incorporated by reference herein. A copy of ~~shares~~the ~~outstanding~~opinion isof ~~35,537,243,~~Ropes ~~after~~& ~~giving effect~~Gray LLP relating to the ~~potential~~legality ~~exercise~~of the issuance and sale of ~~870~~the Shares,~~240~~ ~~pre~~Pre-~~funded~~Funded ~~warrants~~Warrants and Common Warrants is attached as Exhibit 5.1 hereto.

Item 93.0103 ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

In connection with the approval of the Securities Purchase Agreement and the transactions contemplated thereby, and prior to the Purchaser becoming an “Acquiring Person” under the Rights Agreement described below, the Board of Directors of the Company determined that the transactions contemplated by the Securities Purchase Agreement, including the issuance and sale of the securities thereunder, constitute an “Exempt Transaction” under that certain Rights Agreement, dated as of February 3, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent (dthe “Rights Agreement”). ~~Exhibits~~As a result of that determination, neither the execution, delivery or performance of the Securities Purchase Agreement nor the consummation of the transactions contemplated thereby will cause the Purchaser to become an “Acquiring Person” under the Rights Agreement or otherwise trigger the rights thereunder.

10.1		Amendment No. 1 to Master Loan Agreement, dated February 10, 2026, between the Company and Two Prime Lending Limited
99.1		Press Release, dated February 11, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Item 7.01 Regulation FD Disclosure.

On March 23, 2026, the Company issued a press release announcing the Offering and updating its share repurchases through March 20, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

~~SIGNATURES~~Forward-Looking Statements

~~Pursuant~~This Current Report on Form 8-K includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the ~~requirements~~anticipated timing of the ~~Securities Exchange~~closing ~~Act~~of the Offering and the satisfaction of ~~1934~~conditions thereto, and the ~~registrant~~expected ~~has~~gross ~~duly~~proceeds ~~caused~~from the Offering. Each forward-looking statement contained in this ~~report~~Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies; the risk that the Company’s stock price may be ~~signed~~highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, as well as those risks and uncertainties identified in the Company’s SEC filings. We caution investors not to place considerable reliance on ~~its~~the ~~behalf~~forward-looking bystatements contained in this Current Report on Form 8-K. You are encouraged to read our filings with the ~~undersigned~~SEC, ~~hereunto~~available ~~duly~~at ~~authorized~~www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

~~Empery Digital Inc. By: /s/ Greg Endo Name: Greg Endo Title: Chief Financial Officer~~3

~~Date:~~Item ~~February~~9.01 ~~11,~~Financial ~~2026~~Statements and Exhibits.

3(d) Exhibits.

Exhibit No.		Description

4.1		Form of Pre-Funded Warrant

4.2		Form of Common Warrant

5.1		Opinion of Ropes & Gray LLP

10.1		Form of Securities Purchase Agreement

23.1		Consent of Ropes & Gray LLP (contained in Exhibit 5.1)

99.1		Press release issued on March 23, 2026

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 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: March 23, 2026	/s/ Greg Endo
	Greg Endo
	Chief Financial Officer

Filing Compare · Empery Digital Inc.