Empery Digital Inc. (NASDAQ: EMPD)

Empery Digital Inc. was formed on February 21 2020 as a Delaware corporation under the name Frog ePowersports Inc. It was renamed Volcon Inc. on October 1 2020 and then renamed Empery Digital Inc. on July 30 2025 at which time its Nasdaq ticker symbol changed from VLCN to EMPD. The company now operates two main businesses a digital asset treasury strategy and an electric vehicle business that includes electric bicycles accessories and related two wheel products as well as golf cart supply and financing activities.

The digital asset treasury strategy generates revenue through changes in the value of its Bitcoin holdings through income from trading short term Bitcoin put and call contracts and through proceeds from equity sales under its At The Market program. The private placements completed on July 21 2025 provided net proceeds of about $452.0 million which were used to acquire Bitcoin and to establish treasury operations. The At The Market program allows the company to sell up to $1.1 billion of common stock and through March 25 2026 it had sold 136,053 shares for $1.5 million including commissions at an average price of $10.90. Share repurchases have totaled 23,114,391 shares for $135.6 million including commissions at an average price of $5.87 under a program expanded to $200.0 million on February 2 2026. Income from short term Bitcoin put and call contracts amounted to $2.0 million since the inception of the treasury strategy through March 25 2026.

The company operates through the following segments:

• Digital Asset Treasury Strategy This segment manages the company’s Bitcoin treasury. It acquired Bitcoin through private placements that closed on July 21 2025 for the purchase of 44,414,189 shares and pre funded warrants to purchase up to 5,728,662 shares at a price of $10.00 per share for aggregate gross proceeds of approximately $501.0 million which included $28.0 million in Bitcoin. Net proceeds of about $452.0 million were used to purchase Bitcoin and establish treasury operations. As of March 25 2026 the company held 3,359 Bitcoin of which 2,891 were pledged as collateral for outstanding loan balances. The segment recorded an unrealized loss on digital assets of $122.7 million for the year ended December 31 2025 representing 79.3% of operating expenses. It earns income from short term Bitcoin put and call contracts generating about $2.0 million since inception and from equity sales under its At The Market program which sold 136,053 shares for $1.5 million at an average price of $10.90. Share repurchases have been funded by borrowing arrangements and Bitcoin sales under a program expanded to $200.0 million on February 2 2026. The segment uses institutional grade custodians with cold storage to safeguard its holdings and views Bitcoin as a long term holding although there are no restrictions on selling Bitcoin that is not held as collateral.

• Electric Vehicles This segment began as an all electric off road powersports vehicle business. It sold the Grunt off road motorcycle starting in September 2021 and introduced the Grunt EVO in September 2023 before ending production in December 2024. In the fourth quarter of 2022 it launched the Brat electric bicycle a class 2 e bike that can be used on road or off road and developed a line of accessories including color panels headlight cowl and seat. The segment supplies golf carts to Venom EV LLC under a supply agreement that allows Venom to purchase up to two million dollars of golf carts with a five percent margin on cost and later amendments increased the available amount to four point five million dollars. The segment received an initial order for two million dollars of golf carts paid a deposit of zero point six million dollars on May 2 2025 paid zero point eight million dollars in September 2025 for the golf carts which were shipped in September 2025 and paid the remaining zero point six million dollars in the fourth quarter of 2025 with all units shipped and Venom paying all amounts due by December 31 2025. On October 29 2025 the Venom Supply Agreement was amended to increase the available amount by zero point seven million dollars and Venom agreed to purchase the remaining one hundred thirty eight MN1 units ordered under the Super Sonic Distribution Agreement. On November 17 2025 the Venom Supply Agreement was further amended to increase the available amount by two point five million dollars for an aggregate total of four point five million dollars excluding the October 29 amendment. Subsequent to December 31 2025 through March 25 2026 the company has paid zero point nine million dollars to the manufacturer for orders placed by Venom and additional payments due to be paid for orders placed by Venom as of March 25 2026 are one point four million dollars. The segment also entered into an asset purchase agreement with Venom to divest the Volcon brand for a non dilutable ten percent equity interest in Venom’s reorganized corporation. The segment expects that this agreement will reduce its future product liability exposure by transferring ownership of Volcon’s four wheel vehicle business to Venom and plans to expand its vehicle financing operations for golf carts and UTVs to generate positive cash flow by leveraging the spread between its cost of capital and the interest income it earns. The segment has been transitioning its powersports dealers to Venom but will continue ongoing warranty support through the remaining warranty period of vehicles sold through those channels. International distribution is handled by one importer in Mexico one for the Caribbean Region and one in New Zealand to sell its two wheel vehicles and accessories. Manufacturing of all two wheel products and accessories is outsourced to Huaian PX Intelligent Manufacturing Co Ltd. The segment has experienced delays due to the manufacturer being unable to meet order deadlines and there is no assurance that future delays will not occur. Due to new and increased tariffs and other trade policies introduced or threatened by the United States government since the beginning of 2025 the cost of its products may increase without a decrease in manufacturing costs and may increase further if additional changes in import laws or tariffs occur. Venom currently sources its golf cart and accessory purchases from one international third party manufacturer which presents similar risks of delays and cost increases.

In the digital asset treasury arena Empery Digital competes with roughly 190 public companies that hold Bitcoin and seeks to increase its Bitcoin per share through strategic equity sales when shares trade above net asset value and through repurchases when shares trade below net asset value. Many of these peers have operations in other industries and generate cash to cover operating costs while some trade at or above their net asset value per share and many trade below. Empery Digital believes its ability to compete depends on its ability to increase net asset value via equity issuances and repurchases and on generating cash from derivative trading and operating activities. Its At The Market program which allows sales of up to 1.1 billion of common stock provides a flexible source of capital to support its treasury activities and income from short term Bitcoin put and call contracts adds to its cash flow. In the electric bicycle market the company faces competition from well established brands such as Super73 and Rad Power that often have larger financial and marketing resources. The market for e bikes is highly competitive based on innovation performance price technology product features styling fit finish brand recognition quality and distribution. Empery Digital aims to compete by leveraging its direct to consumer sales channel its dealer network and its ability to offer financing for golf carts and UTVs which can create a spread between its cost of capital and the interest income it earns. Additionally there are numerous companies that finance inventory purchases and may have access to more cash or to borrow at lower rates which creates competitive pressure in the financing side of the business.

The digital asset treasury strategy receives capital from institutional and accredited investors through private placements that have included payments in Bitcoin and cash. The electric vehicle business sells its Brat electric bicycle and accessories to powersports dealers bicycle retailers and golf cart dealers. It also supplies golf carts to Venom EV LLC under its supply agreement and receives payments from Venom for those vehicles. Internationally the company works with one importer in Mexico one for the Caribbean Region and one in New Zealand to distribute its two wheel products and accessories. Consumers can purchase the Brat directly from the company’s website and have it shipped to locations in the continental United States.