Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure · Other Events
Item 1.01 Entry into a Material Definitive Agreement. Amendment to Master Loan Agreement On February 10, 2026, Empery Digital Inc. (the “Company”) entered into the First Amendment to the Master Loan Agreement (the “MLA Amendment”), with Two Prime Lending Limited (the “Lender”), which amends the Master Loan Agreement by and between the Company and the Lender originally dated as of October 12, 2025 (the “MLA”).…
Filed Feb 11, 2026Accepted Feb 11, 2026, 8:30 AM ESTCIK 1829794Accession 0001683168-26-000898
Empery Digital is focused on building long-term shareholder value through its disciplined capital allocation strategy. The Company employs a bitcoin treasury strategy and is strategically expanding into AI infrastructure and data center investments, partnering with operators that have decades of real-estate and energy infrastructure development experience to capture growth at the intersection of digital assets and next-generation compute. Empery Digital is committed to transparency, efficiency, and accountability, applying rigorous decision-making to drive sustainable, long-term shareholder value.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Master Loan Agreement
On February 10, 2026, Empery Digital Inc. (the
“Company”) entered into the First Amendment to the Master Loan Agreement (the “MLA Amendment”), with Two Prime
Lending Limited (the “Lender”), which amends the Master Loan Agreement by and between the Company and the Lender originally
dated as of October 12, 2025 (the “MLA”).
Pursuant to the 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 amount borrowed under the MLA. In connection with the amendment, the Lender
has agreed to release collateral equal to 350 Bitcoin (BTC) to the Company on the effective date of the MLA Amendment and incremental
collateral will be released on or prior to February 20, 2026.
The MLA Amendment is intended to enable the Company
to free up Bitcoin previously pledged as collateral for potential sale or other corporate purposes.
Except as expressly amended by the MLA Amendment,
the terms of the MLA remain unchanged, including the aggregate principal borrowing capacity of up to $100 million, the maturity date of
October 9, 2027, and the absence of commitment fees and prepayment penalties.
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 8-K and is incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
The information set forth above under Item
1.01 is hereby incorporated by reference into this this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
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.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As of February 10, 2026, the Company has repurchased
15,882,992 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.63,
including all fees and commissions. Following these repurchases, the current number of shares outstanding is 35,537,243, after giving
effect to the potential exercise of 870,240 pre-funded warrants.