UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM
__________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2026
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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).
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| 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 2.03 | 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 7.01 | 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 8.01 | 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | ||
| 99.1 | Press Release, dated February 11, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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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. | ||||
| By: |
/s/ Greg Endo |
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| Name: | Greg Endo | |||
| Title: | Chief Financial Officer | |||
Date: February 11, 2026
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