8-K: Empery Digital Secures $50M for Share Buybacks

Empery Digital Inc. secured a $50 million Master Repurchase Agreement to refinance an existing facility and fund further share repurchases, aiming to increase bitcoin per share.

Summary

• Empery Digital Inc. entered into a Master Repurchase Agreement (MRA) with NYDIG Funding LLC for up to $50.00 million in advances, collateralized by Bitcoin.
• The MRA accrues interest at 8.5% per annum and has an initial maturity date of August 31, 2026.
• The company amended its committed borrowing facility, increasing the amount available for share repurchases from $25 million to $35 million.
• Proceeds from the MRA will be used to repay the amended borrowing facility in full with zero prepayment fees and provide incremental capital for share repurchases.
• As of September 18, 2025, Empery Digital has repurchased 3,522,233 shares of common stock under its $100 million share repurchase program, at an average purchase price of $7.35 per share.
• Approximately $74 million remains available for repurchase under the existing program.
• Management is committed to increasing bitcoin per share for shareholders through accretive share repurchases at prices below net asset value (NAV).

Sentiment

Score: 8

Explanation: The company successfully secured significant financing, refinanced existing debt favorably, and is actively executing a share repurchase program below NAV, which are strong positive signals for shareholders. The strategic focus on increasing bitcoin per share is also a clear positive. The main detractor is the 8.5% interest rate and the inherent risks of crypto volatility.

Positives

• Secured $50 million in new financing through a Master Repurchase Agreement, providing capital flexibility.
• Refinanced the existing committed borrowing facility with zero prepayment fees, optimizing capital structure.
• Increased the committed borrowing facility for share repurchases from $25 million to $35 million, demonstrating commitment to shareholder returns.
• Actively repurchasing shares (3,522,233 shares at an average of $7.35) under the $100 million program, indicating management's belief in undervaluation.
• Repurchases are stated to be at prices below Net Asset Value (NAV), which is accretive to shareholders.
• Management's stated commitment to increasing bitcoin per share through these repurchases.

Negatives

• The new Master Repurchase Agreement carries an 8.5% per annum interest rate, which is a cost of capital.
• The Repo Facility requires the company to post additional purchased securities (Bitcoin) as margin, which may fluctuate.
• Prepayment of the Repo Facility is subject to a termination fee depending on timing.

Risks

• Changes in business, market, financial, political, and regulatory conditions.
• Highly volatile nature of the price of Bitcoin and other cryptocurrencies.
• Risk that the company's stock price may be highly correlated to the price of the digital assets it holds.
• Increased competition in the industries in which the company operates.
• 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.

Future Outlook

Management intends to use the proceeds of the Master Repurchase Agreement to repay the previously announced committed borrowing facility in full with zero prepayment fees and provide incremental capital for share repurchases. The company remains committed to increasing bitcoin per share for its shareholders through accretive share repurchases at prices below net asset value (NAV).

Management Comments

• Management remains committed to increasing bitcoin per share for its shareholders through accretive share repurchases at prices below net asset value (NAV).

Industry Context

Empery Digital's actions reflect a strategic pivot towards a bitcoin treasury strategy, aiming to become a leading aggregator of bitcoin. This move positions the company within the rapidly evolving digital asset sector, where capital efficiency and strategic asset accumulation are key. The use of Bitcoin as collateral for financing is a growing trend among companies with significant digital asset holdings, allowing them to leverage their assets without outright selling them. The company's dual identity, maintaining the Empery Mobility electric power sports brand, suggests a diversified approach, though the primary focus of this filing is on its digital asset strategy.

Stakeholder Impact

• Shareholders: Positive impact due to accretive share repurchases below NAV, potential for increased bitcoin per share, and management's commitment to shareholder returns.
• Creditors (NYDIG Funding LLC): Secured by Bitcoin collateral, providing a clear repayment mechanism.

Next Steps

• Funding of the $50 million borrowing pursuant to the Repurchase Agreement within five business days.
• Repayment of the amended committed borrowing facility in full.
• Continued share repurchases under the $100 million program, aiming to increase bitcoin per share.

Key Dates

Recommendation

The company's proactive steps to secure new financing, refinance existing debt efficiently, and aggressively execute a share repurchase program at prices below Net Asset Value (NAV) are strong indicators of management's confidence in the company's intrinsic value and commitment to shareholder accretion. The strategic focus on increasing bitcoin per share, coupled with the current undervaluation implied by the repurchases, suggests a favorable entry point for investors despite the inherent volatility and risks associated with digital assets.

Keywords

Empery Digital, EMPD, Bitcoin, Share Repurchase, Master Repurchase Agreement, NYDIG Funding, Crypto Treasury, Digital Assets, Financing, Capital Raise