Accretive Capital Raise at a Premium to NAV Further Strengthens Balance Sheet and Supports Ongoing Share Repurchase Strategy

Empery Digital Inc. (NASDAQ:EMPD) (the "Company" or "Empery Digital") today announced the closing of its previously announced $25 million registered direct offering with an existing institutional investor (the "Offering"). The Offering consisted of 4,638,219 shares of common stock (or pre‑funded warrants in lieu thereof) and 4,638,219 accompanying warrants to purchase shares of common stock at a combined offering price of $5.39 per share (or pre‑funded warrant), representing approximately 103% of the Company's NAV at the time of signing. The accompanying warrants have an exercise price of $6.27 per share, are exercisable immediately, and expire four years from the date of issuance.

"Our team's capital markets expertise allowed us to negotiate a transaction directly with a sophisticated institutional investor that benefits both parties while also creating value for all of our shareholders," said Ryan Lane, Co-Chief Executive Officer of Empery Digital. "Our understanding and skill set is critical to efficiently and effectively operating a treasury strategy, including by continuing to identify opportunities to execute an accretive transaction at a price above NAV while repurchasing shares below NAV."

The Company intends to use the net proceeds from the Offering, together with cash on hand, to reduce outstanding debt, including the full repayment of its $50 million repo facility and an incremental draw on its other existing credit facility, resulting in an approximate $40 million net reduction in debt. The Company did not engage any placement agent in connection with the Offering and therefore will not pay any placement fees or advisory fees.

The securities described above were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-290374) declared effective by the Securities and Exchange Commission ("SEC") on September 19, 2025. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov

See real-time NAV Metrics and other meaningful information on our dashboard here: https://www.emperydigital.com/treasury-dashboard

About Empery Digital Inc.

Built on Principles, Powered by Bitcoin

Empery Digital empowers progress by unlocking the transformative potential of digital asset management through blockchain. The Company employs a bitcoin treasury strategy focused on aggregating bitcoin and maximizing bitcoin per share while working to build a future where blockchain is the foundation of growth through transparency, efficiency, and accountability. As a company they apply themselves relentlessly by making disciplined decisions that drive long-term value for shareholders. For them, Bitcoin is not just another crypto format and blockchain isn't just another tool, they're fundamental drivers of progress.

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "intend," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters, which may include without limitation statements relating to the sale of bitcoin or whether the Company can raise capital above NAV and use proceeds for repaying outstanding debt and share repurchases and whether it will increase NAV per share, whether we will be able to continue to generate proceeds from derivative trades and whether we will be able to continue reducing corporate expenses. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies; the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to 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 purpose, as well as those risks and uncertainties identified under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other information the Company has or may file with the U.S. Securities and Exchange Commission, including those identified under the heading "Risk Factors" in the Company's Quarterly Reports on Form 10-Q for the three months ended March 31, 2025, June 30, 2025 and September 30, 2025. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

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Empery Digital Contacts

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Empery Digital Announces Closing of $25 Million Registered Direct Offering