Empery Digital Inc.

Except as set forth below, there have been no material changes to the risk factors included in the Form 10-K filed with the SEC on March 31, 2025, which is accessible on the SEC’s website at www.sec.gov.

We have in the past failed to maintain compliance with all applicable continued listing requirements of the Nasdaq Capital Market, and if we fail to maintain compliance with all applicable continued listing requirements of the Nasdaq Capital Market in the future, we will not be afforded traditional cure periods under Nasdaq rules and our common stock will be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our common stock.

Since March 28, 2025 our common stock closing bid price has been below $1.00. If our common stock closing bid price continues to be below $1.00 for 30 consecutive trading days, we will be out of compliance with Nasdaq’s Listing Rule 5550(a)(2). Until July 17, 2025, we are subject to a Nasdaq Discretionary Panel Monitor and due to this Panel Monitor, in the event that we have another deficiency or deficiencies, we will immediately go back into Nasdaq’s hearings process. In the event that the Nasdaq Hearings Department does not grant us an extension to demonstrate compliance our common stock would be delisted from Nasdaq and trading of our common stock could be conducted only in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such an event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

The new Administration has introduced tariff increases that apply to all our products which are sourced from Asian suppliers.

On April 2, 2025, the U.S. imposed tariffs on goods imported from certain countries including China and Vietnam, where Volcon’s vehicles are manufactured, including a 10% base tariff for all imports. On April 9, 2025, the tariffs for China were increased while the tariffs for Vietnam were deferred for 90 days. Further adjustments to these tariffs could occur. These tariffs will significantly increase the cost of the Company’s vehicles and parts. The Company is currently evaluating options to import parts and assemble vehicles in the U.S. or continue to import vehicles and pay the higher tariffs and increase the selling price of vehicles.

In the event a mutual trade agreement is not reached between the U.S. and these countries in the short-term and we find it necessary to begin purchasing a significant level of our inventory components from China and Vietnam at post-tariff prices, we would be faced with a decision as to whether we should attempt to pass along such tariff increases to our customers through higher prices for our products or absorbing them internally, or some combination of those two alternatives. Either circumstance would likely materially adversely affect our sales and/or our profitability.