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): July 16, 2026 (July 16, 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)

2512 W Pecan St, Unit 230

Pflugerville, TX 78660

(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-4(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 71.01 ~~Regulation~~Entry FDInto ~~Disclosure~~a Material Definitive Agreement.

On July 16, 2026, Empery Digital Inc. (the “Company”) ~~issued~~ aand ~~press~~Computershare ~~release~~Trust ~~providing additional information regarding the capital needs associated with the~~ Company’s, ~~previously announced indirect investment in the Midwest property~~N. A., ~~copy of the press release is attached hereto~~ as ~~Exhibit~~rights ~~99.1~~agent ~~and~~(the is“Rights ~~incorporated into this Item 7.01 by reference. The information in this Item 7.01~~Agent”), ~~including~~entered ~~Exhibit~~into ~~99.1~~an ~~attached~~amendment (the ~~hereto, shall not be deemed~~ “~~filed~~Amendment” ~~for~~) ~~purposes~~to ofthat ~~Section~~certain 18Rights ofAgreement, ~~the~~dated ~~Securities~~as ~~Exchange Act~~ of ~~1934~~February 3, ~~as amended~~2025, orbetween ~~otherwise~~the ~~subject~~Company toand the ~~liabilities~~Rights ~~of that section,~~Agent ~~nor shall it be deemed incorporated by reference in any filing under~~ (the ~~Securities~~“Rights ~~Act of 1933, as amended, except as expressly set forth by specific reference in such filing~~Agreement”).

~~Item~~The 8Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business (as such term is defined in the Rights Agreement) on February 2, 2027 to the Close of Business on July 6, 2026, and the Rights Agreement will terminate at such time.01 ~~Other~~At ~~Events~~the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire. No Preferred Shares were issued and outstanding at the time of the Amendment.

AsThe ~~previously~~foregoing ~~announced,~~description ~~the Company acquired a 25% equity interest in EMHU, LLC, a Delaware limited liability company (the “Partnership”), which has executed a definitive agreement to purchase 100%~~ of the ~~equity interests of the current holder of a fee simple title to a property in the Midwest~~Amendment ~~(the~~does ~~“Property”),~~not ~~expected~~purport to ~~close~~be incomplete ~~the~~and ~~third~~is ~~quarter~~qualified ~~of 2026, subject to certain customary closing conditions. The Company expects to fund its $65 million committed investment~~ in ~~the Partnership from~~ its ~~balance~~entirety ~~sheet~~by ~~and~~reference ~~does not intend~~ to ~~issue equity~~the atfull ortext ~~near current share price levels. Pursuant to a non-binding letter~~ of ~~intent executed with a potential tenant of~~ the ~~Property~~Amendment, ~~the~~ ~~Company~~which ~~expects~~is ~~the~~attached ~~Partnership to execute a definitive lease with a globally recognized leading provider of compute pursuant to which~~as ~~the~~Exhibit ~~potential~~4.1 ~~tenant~~hereto ~~will fund the conversion of the existing building into a state of the art data center~~ and ~~pay~~incorporated ~~for~~herein ~~all~~by ~~associated power usage and operating costs~~reference.

~~The~~Item ~~Company intends to continue allocating capital to similar opportunities that it believes deliver significant value to all shareholders~~1.02 ~~The~~Termination ~~Company~~of ~~still~~a ~~holds~~Material ~~bitcoin~~Definitive ~~but does not currently plan to accumulate more bitcoin and may sell bitcoin to fund this and similar future opportunities~~Agreement.

~~Forward-Looking~~The ~~Statements~~ information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.

~~This~~Item ~~Current Report on Form 8-K includes forward-looking statements~~3.03 ~~These~~Material ~~forward-looking~~Modification 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, without limitation, statements relating to ~~the~~Rights ~~closing~~ of ~~the~~Security Property acquisition and the timing thereof; the conversion of the Property into a data center and the capital needs associated therewith; the Partnership executing a definitive agreement with the same or similar terms to the non-binding letter of intent; the Company’s plans for future data center-related opportunities; the Company’s plans for future capital allocation; the Company’s bitcoin strategy, and statements relating to the Company’s ability to create long-term value for shareholdersHolders. Each forward-looking statement contained in this 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 Partnership’s ability to fund the acquisition of the Property; reduced demand for data centers or decreases in information technology spending; increased competition or available supply of data center capacity; delays or disruptions in connectivity or availability of power; deterioration in the relationship between the Company and Hunt Properties or the potential tenant; 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 highly correlated with 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 purposes, as well as those risks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other information the Company has or may file with the U.S. Securities and Exchange Commission. We caution investors not place undue reliance on the forward-looking statements contained in this Current Report on Form 8-K. You are encouraged to read our filings with the SEC, available at 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.

2The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.03.

In connection with the adoption of the Rights Agreement, on February 3, 2026, the Company filed a Certificate of Designations of Series A Preferred Stock with the Delaware Secretary of State setting forth the rights, powers and preferences of the Series A Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware Secretary of State eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On July 1, 2026, Empery Digital Inc. (the “Company”) issued a press release announcing the Amendment. 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 Exhibit 99.1 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release issued on July 1, 2026.
3.1		Form of Certificate of Elimination of Series A Preferred Stock of Empery Digital Inc.
4.1		Amendment No. 1, dated as of July 6, 2026, to Rights Agreement, dated as of February 3, 2026, between Empery Digital Inc. and Computershare Trust Company, N.A., as rights agent.
99.1		Press release issued on July 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: July 1, 2026	/s/ Greg Endo
Date: July 6, 2026	/s/ Greg Endo
	Greg Endo
	Chief Financial Officer

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