8-K: Empery Digital Amends ATM Sales Agreement

Empery Digital Inc. has amended its At-The-Market Issuance Sales Agreement with Aegis Capital Corp., extending its term and clarifying its operational status.

Summary

• Empery Digital Inc. (the Company) entered into Amendment No. 2 and Waiver to its At-The-Market Issuance Sales Agreement with Aegis Capital Corp. (Aegis) on June 2, 2026.
• This amendment extends the term of the original agreement, which was dated October 18, 2024.
• The agreement will now automatically terminate upon the issuance and sale of all authorized shares under the agreement, unless terminated earlier by either party.
• The amendment also waives clause (i) of Section 13(d) of the original agreement and confirms that the agreement has remained in full force and effect.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as it primarily clarifies and extends an existing financing mechanism rather than announcing new funding or significant operational changes.

Positives

• The amendment clarifies the operational status and extends the potential duration of the At-The-Market (ATM) equity offering, providing continued access to capital markets.
• The waiver of clause (i) of Section 13(d) suggests a resolution of a specific operational or contractual point between Empery Digital and Aegis Capital Corp.

Risks

• The continued reliance on an At-The-Market issuance facility implies potential dilution for existing shareholders as new shares may be issued.
• The automatic termination upon full issuance of shares means the company will need to manage its capital needs and potentially seek alternative financing once this facility is exhausted.

Future Outlook

The amendment ensures the continued availability of the At-The-Market issuance facility, which allows Empery Digital to sell shares over time as market conditions permit, subject to the total authorized amount.

Management Comments

• Greg Endo, Chief Financial Officer, signed off on the amendment, indicating management's approval and commitment to the agreement's continuation.
• The amendment confirms that the agreement has remained, and shall continue to remain, in full force and effect in accordance with its terms, other than as provided herein.

Industry Context

StockSavvy.ai notes that the extension of an At-The-Market (ATM) equity issuance agreement is a common strategy for companies, particularly those in growth phases or with ongoing funding needs, to maintain flexibility in accessing capital without the immediate need for a large, dilutive offering.

Stakeholder Impact

• Shareholders may experience dilution if the company actively uses the ATM facility to issue new shares.
• Creditors and other stakeholders are impacted by the company's continued ability to access capital, which supports ongoing operations and potential growth.

Next Steps

• Empery Digital can continue to issue and sell shares through Aegis Capital Corp. under the terms of the amended agreement.
• The company will monitor the issuance of shares to ensure it does not exceed the authorized amount, at which point the agreement will automatically terminate.

Key Dates

Keywords

Empery Digital, ATM Issuance, Aegis Capital Corp, Sales Agreement, Amendment, Equity Offering, Capital Raise, Form 8-K