Empery Digital Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 27, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 9 |
| Item 1B. | Unresolved Staff Comments | 31 |
| Item 1C. | Cybersecurity | 32 |
| Item 2. | Properties | 33 |
| Item 3. | Legal Proceedings | 33 |
| Item 4. | Mine Safety Disclosures | 33 |
| PART II | ||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 34 |
| Item 6. | [Reserved] | 35 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 45 |
| Item 8. | Financial Statements and Supplementary Data | 45 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | 90 |
| Item 9A. | Controls and Procedures | 90 |
| Item 9B. | Other Information | 90 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 90 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 91 |
| Item 11. | Executive Compensation | 91 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 91 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 91 |
| Item 14. | Principal Accountant Fees and Services | 91 |
| PART IV | ||
| Item 15. | Exhibit and Financial Statement Schedules | 92 |
| Index to Exhibits | 93 | |
| Signatures | 96 | |
i
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, together with other statements and information publicly disseminated by our Company, contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “believe,” “estimate,” “forecast,” “goal,” “potentially,” “project,” and other words of similar meaning. All statements, other than statements related to present facts or current conditions or historical facts, contained in this Annual Report on Form 10-K are forward-looking statements, including statements regarding our strategy, future operations, future financial position, including the Company’s digital asset-treasury strategy, the effects of the Company’s stockholder rights plan, statements relating to the sale of Bitcoin and use of proceeds for repaying outstanding debt and share repurchases and whether it will increase NAV per share, whether the Company will be able to continue to generate proceeds from derivative trades and the Company’s ability to continue reducing corporate expenses.
Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Applicable risks and uncertainties include the risks and uncertainties regarding, among other things
| · | 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 operates; |
| · | 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; |
| · | the Company’s ability to keep pace with new technology and changing market needs; changes in business, market, financial, political and regulatory conditions; |
| · | the Company may not be able to generate revenues from sales, generate cash from financing of inventory, sale of our products and Bitcoin derivatives to offset expenses from operations and interest expense from the Company’s borrowings; |
| · | a significant decrease in the market value of the Company’s Bitcoin holdings could adversely affect the Company’s ability to satisfy its financial obligations due to collateral required to be held by lenders for borrowings; |
| · | the Company’s ability to obtain additional financing through equity or debt offerings, obtain borrowings from financing arrangements or generate cash from the sale of Bitcoin may not be sufficient to satisfy the Company’s outstanding borrowings, fund share repurchases, purchase additional Bitcoin and fund operations; |
| · | if the Company’s third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our Bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, the Company may lose some or all of our Bitcoin and our financial condition and results of operations could be materially adversely affected; |
| · | the Company’s ability to successfully find third-parties to design and manufacture the Company’s products may impact the Company’s ability to bring new products to market to increase revenue and generate cash flow from operations; |
ii
| · | the Company’s ability of third-party manufacturers to produce its vehicles in accordance with the Company’s design and quality specifications, with sufficient scale to satisfy customers and within a reasonable cost; |
| · | the Company’s facing product warranty claims or product recalls; |
| · | the Company’s facing adverse determinations in significant product liability claims; |
| · | the Company’s ability to increase inventory financing revenue with its current customers or obtain new customers to finance their inventory purchases; |
| · | tariffs and currency exchange rates may increase the cost of the Company’s products or our inventory financing customers products and make them unprofitable for sale; |
| · | the potential impact that actions by activist stockholders could have on the pursuit of our business strategies; and |
| · | other risks and uncertainties include those identified under the heading “Part I, Item 1A. Risk Factors” contained in this Annual Report on Form 10-K and in any subsequent filings with the SEC. |
As a result of these and other factors, we may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements contained in this Annual Report on Form 10-K reflect our views as of the date hereof. We do not assume and specifically disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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.
iii
Summary of Risk Factors
****Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary and other risks that we face can be found below under the heading “Part I, Item 1A. Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.
| · | Our losses from operations could raise substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations. |
|---|---|
| · | We have not remediated the material weaknesses in our internal control over financial reporting identified in our 2020 audit. If we or our auditor identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price. |
| · | Our operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our common stock. |
| · | A significant decrease in the market value of our Bitcoin holdings could adversely affect our ability to satisfy our financial obligations or liquidity needs and could have an adverse effect on the market price paid for our common stock. |
| · | Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay amounts due under our indebtedness and our cash needs may increase in the future. |
| · | The Company’s repurchases of its common stock may not be successful in increasing NAV per share. |
| · | Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects. |
| · | Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns. |
| · | We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers. |
| · | Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and adversely affect the value of digital assets, and the Company’s financial position, operations and prospects. |
| · | Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due. |
| · | The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy. |
| · | The Company will face risks relating to the custody of its digital assets. If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital assets, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected. |
iv
| · | We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results, and financial condition may be adversely affected if the Company is unable to compete effectively. |
|---|---|
| · | We rely on an international third-party manufacturer who assists us with design , development and manufacturing of our E-Bikes which subjects us to risk of product delivery delays, reduced control over product costs and quality control. |
| · | We are subject to risks associated with our reliance on foreign manufacturing, suppliers and imports for our products. |
| · | Our third-party manufacturer operates outside of the U.S., subjecting us to risks of international operations. |
| · | Anti-takeover provisions in our governing documents and a stockholder rights plan adopted in February 2026 may discourage, delay or prevent a change of control of our Company. |
| · | Our business and operations could be negatively affected if we become subject to stockholder activism, which could cause us to incur significant expense, hinder execution of our business and growth strategy, and impact our stock price. |
| · | Your ownership may be diluted if additional capital stock is issued to raise capital, to purchase digital assets, repay outstanding debt, finance our operations, to complete acquisitions or in connection with strategic transactions. |
| · | If our stock price fluctuates, you could lose a significant part of your investment. |
v
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.