Empery Digital Files 424B5 Prospectus for Potential Offering

TL;DR

**Empery Digital just filed a 424B5, likely gearing up for a capital raise.**

AI Summary

Empery Digital Inc. filed a 424B5 prospectus on March 24, 2026, indicating a potential offering of securities. This filing, under Act 33 with File No. 333-290374, suggests the company is preparing to raise capital, which could dilute existing shareholder value if new shares are issued, or provide funds for growth and operations. Investors should monitor the specifics of the offering once disclosed, as it will impact the company's financial structure and future prospects.

Why It Matters

This filing signals Empery Digital's intent to raise capital, which could lead to share dilution for current investors or fund strategic initiatives.

Risk Assessment

Risk Level: medium — A 424B5 filing indicates a potential securities offering, which carries the risk of dilution for existing shareholders if new shares are issued.

Analyst Insight

Investors should await further details on the specific terms of the offering, such as the type and quantity of securities, to assess potential dilution and the use of proceeds before making investment decisions.

Key Numbers

• 424B5 — Form Type (Indicates a prospectus for a securities offering)
• 0001683168-26-002135 — SEC Accession No. (Unique identifier for this specific filing)
• 333-290374 — File No. (Registration statement number under which the offering is made)

Key Players & Entities

• Empery Digital Inc. (company) — the filer of the 424B5 prospectus
• 0001829794 (person) — CIK of Empery Digital Inc.
• 333-290374 (dollar_amount) — File No. for the 424B5 filing
• March 24, 2026 (dollar_amount) — Filing Date of the 424B5

FAQ

Key Financial Figures

• $0.00001 — 8,422 shares of common stock, par value $0.00001 per share (“common stock”)
• $5.39 — ering. The purchase price per Share is $5.39. The purchase price of each Pre-Funded
• $5.38999 — ase price of each Pre-Funded Warrant is $5.38999 (equal to the price per Share issued in
• $6.27 — ssuance at an initial exercise price of $6.27 per underlying share of common stock, a
• $4.27 — al Select Market on March 20, 2026, was $4.27 per share. There is no established trad
• $40 million — educe outstanding debt by approximately $40 million through the full repayment of the $50 m
• $50 million — llion through the full repayment of the $50 million outstanding Repo Facility and an increm
• $10 million — incremental draw down of approximately $10 million on the currently outstanding $100 milli
• $100 million — 10 million on the currently outstanding $100 million credit facility with Two Prime. See &ld
• $0 — common stock with an exercise price of $0.00001, at a price of $10.00 per share,
• $10.00 — ercise price of $0.00001, at a price of $10.00 per share, for aggregate gross proceeds
• $501.0 million — gregate gross proceeds of approximately $501.0 million which includes payment in Bitcoin (&ldq
• $28.0 m — BTC” or “Bitcoin”) of $28.0 million, before deducting placement agent
• $452.0 million — he Company has used the net proceeds of $452.0 million from the Private Placements (excluding
• $28.0 million — m the Private Placements (excluding the $28.0 million of BTC received) to purchase or otherwi

Filing Documents

• empd_424b5.htm (424B5) — 400KB
• empd_ex107.htm (EX-FILING FEES) — 23KB
• 0001683168-26-002135.txt ( ) — 564KB
• empd_ex107_htm.xml (XML) — 10KB

RISK FACTORS

RISK FACTORS S-5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-8

USE OF PROCEEDS

USE OF PROCEEDS S-10 DIVIDEND POLICY S-10

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES S-10 PLAN OF DISTRIBUTION S-20 EXPERTS S-20 LEGAL MATTERS S-21 INFORMATION INCORPORATED BY REFERENCE S-21 WHERE YOU CAN FIND MORE INFORMATION S-22 PROSPECTUS Page ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 THE COMPANY 3

USE OF PROCEEDS

USE OF PROCEEDS 4 DESCRIPTION OF SECURITIES 4 DESCRIPTION OF CAPITAL STOCK 4 DESCRIPTION OF DEBT SECURITIES 7 DESCRIPTION OF WARRANTS 15 DESCRIPTION OF RIGHTS 16 DESCRIPTION OF UNITS 16 SELLING SECURITYHOLDERS 17 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 17 EXPERTS 17 S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an “automatic shelf” registration statement on Form S-3ASR (File No. 333-290374) that we filed with the SEC as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended. By using a shelf registration statement, we may, from time to time, sell any combination of the securities described in the above-referenced registration statement. This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the securities in this offering and also adds to, and updates information contained in, the accompanying prospectus and the documents incorporated by reference into the prospectus or this prospectus supplement. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. If any statement in the prospectus supplement, the accompanying prospectus, or a document incorporated herein or therein by reference is inconsistent with a statement in another document having a later date, then the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, our securities, and other matters you should know before investing. You should read both this prospectus suppleme

Use of Proceeds

Use of Proceeds We estimate that our net proceeds from this offering will be approximately $24,840,000, after deducting estimated offering expenses payable by us. We intend to use the net proceeds from the offering, in addition to cash on hand, to reduce outstanding debt by approximately $40 million through the full repayment of the $50 million outstanding Repo Facility and an incremental draw down of approximately $10 million on the currently outstanding $100 million credit facility with Two Prime. See “ Use of Proceeds ”. Listing Our common stock is listed on the Nasdaq Global Select Market under the symbol “EMPD”. There is no established public trading market for the Pre-Funded Warrants or Common Warrants, and we do not intend to list these securities on any national securities exchange or trading system. Public Offering Price $5.39 per share

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. You should read the “Risk Factors” section of this prospectus supplement and page 4 of the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement for a discussion of factors to consider before deciding to invest in our securities. Lock-Up Agreements Our officers and directors have agreed, for a period of 30 days after the closing of the offering, directly or indirectly, any shares of our common stock, pre-funded warrants, or other securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of the Company. See “ Plan of Distribution —Lock-Up Arrangements” for additional detail. Transfer Agent Computershare Trust Company, N.A. is the registrar and transfer agent of our common stock. S-3 The number of shares of our common stock expected to be outstanding after this offering is based on 28,451,553 shares outstanding as of March 22, 2026, and excludes, as of that date, the following: · 1,298,336 shares of common stock issuable upon the exercise of outstanding stock options, vested and unvested, with a weighted-average exercise price of $21.85 per share; · 2,351,947 shares of common stock issuable upon the exercise of outstanding warrants immediately prior to this offering with a weighted-average exercise price of $35.17 per share (includes 616,598 pre-funded warrants with a weighted-average exercise price of 0.00001); · no shares of common stock reserved for future issuance under our stock plan, as amended; · up to 2,079,797 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants sold in this offering at an exercise price of $0.00001 per underlying share of commo

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. You should carefully consider the following risks and all of the other information contained in this prospectus supplement, the accompanying prospectus, and the information and documents incorporated by reference before deciding whether to invest in our securities, including the risks and uncertainties described below and under (i) Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 31, 2025, as amended by Form 10-K/A filed with the SEC on April 29, 2025, as amended further by Form 10-K/A filed with the SEC on April 30, 2025; (ii) the Risk Factors under Item 1A in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 9, 2025; (iii) the Risk Factors under Item 1A in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 12, 2025; and (iv) the Risk Factors under Item 1A in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the SEC on November 10, 2025, all of which are incorporated by reference in this prospectus, as updated by our future filings with the SEC. Our business, financial condition, results of operations and future prospects may be adversely affected as a result of such risks. In such an event, the market price of our common stock could decline, and you could lose part or all of your investment. Risks Related to this Offering and the Ownership of Our Securities Our management will have broad discretion over the use of the net proceeds from this offering. Our management will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. As of the date of this prospectus supplement, we intend to use the net proceeds from this offering for

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View this 424B5 filing on SEC EDGAR