8-K - EMPD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): July 31, 2025 (July 31,2025)

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EmperyDigital, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-40867	84-4882689
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification Number)

3121Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

Volcon, Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐<br> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐<br> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐<br> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	EMPD	NASDAQ

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 31, 2025, Empery Digital, Inc. (the “Company”) issued a press release providing an update regarding the Company’s current Bitcoin holdings and the Company’ corporate name change and ticker symbol change.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Information.

As previously disclosed, on July 28, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. to change the name of the Company from “Volcon, Inc.” to “Empery Digital, Inc.” In connection with the Name Change, effective as of market open on July 31, 2025, the Company’s common stock, par value $0.00001 per share (the “Common Stock”) began trading under the Company’s new ticker symbol “EMPD” on The Nasdaq Capital Market. The CUSIP of the Common Stock did not change in connection with the ticker symbol change.

Since the last update on July 28^th^, 2025, the Company has acquired an additional 303.04 BTC for a total purchase price of $35.6 million. The Company currently holds 3,803.23 BTC acquired for an aggregate purchase price of approximately $448 million, reflecting an average purchase price of $117,706 per BTC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated July 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities and 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.
Date: July 31, 2025	/s/ Greg Endo
	Greg Endo<br><br>Chief Financial Officer

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Exhibit 99.1

New Name Reflects Strategic Pivot to BTCTreasury Focus

VLCN Shares to Now Trade Under “EMPD”

303 Additional BTC Acquired, Treasury HoldingsNow 3,803 BTC

**AUSTIN, Texas – July 31,2025 –**Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that it has changed its name from Volcon Inc., to Empery Digital Inc. aligning its name and branding with its new BTC treasury strategy. VLCN shares will now trade on Nasdaq under the new ticker symbol “EMPD” as of today, July 31, 2025.

“We are excited to launch as Empery Digital, a brand that aligns with our belief in bitcoin as the obvious digital store of value for the future,” said Ryan Lane, Co-CEO & Chairman of Empery Digital. “In an era defined by monetary debasement and accelerating technological change, we believe blockchain represents a transformative, decentralized network for establishing trust. Bitcoin, as the most mature and widely adopted application of this technology, lays the foundation for future innovations that promote the principals of transparency and accountability. We continue to work with the Gemini team to build our Bitcoin portfolio efficiently and ensure its safe custody for shareholders.”

“This name change signifies the Company’s pivot to a strategic focus on the digital asset ecosystem, while remaining committed to supporting its core operations,” said John Kim, Co-CEO of Empery Digital. “We will continue to reposition our e-power-sports business under the Empery Mobility brand, focused on a highly efficient, asset light business model, which leverages our international relationships to source affordable products for the U.S. markets.”

Additionally, yesterday the Company expanded its existing “at-the-market” (ATM) equity sales program and the associated prospectus supplement, providing access to over $1 billion of capital via opportunistic sales of equity. This increase, together with the recently expanded share repurchase plan, enhances financial flexibility and enables the company to support NAV accretion by issuing shares at a premium and repurchasing shares at a discount - effectively insulating the value creation engine of the digital asset treasury model.

Bitcoin Holdings Update

Since the last update on July 28th, the Company has acquired an additional 303.04 BTC for a total purchase price of $35.6 million. As of the time of this release, the Company holds 3,803.23 BTC acquired for an aggregate purchase price of approximately $448 million, reflecting an average purchase price of $117,706 per BTC.

About Empery Digital, Inc.

Built on Principles. Poweredby Blockchain.

Effective as of July 17, 2025, the Company adopted a bitcoin treasury strategy with the goal of becoming a leading, low cost, capital efficient, globally trusted aggregator of bitcoin. Empery Digital (formerly Volcon) was founded as the first all-electric power sports company sourcing high-quality and sustainable electric vehicles for the outdoor community. The power sports brand will operate under the brand name Empery Mobility. Empery Mobility electric vehicles are the future of off-roading, not only because of their environmental benefits but also because of their near-silent operation, which allows for a more immersive outdoor experience.

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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," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating whether the Company can efficiently build its BTC portfolio and whether we can successfully reposition our power sports business as an asset light business model. Each forward-looking statement contained in this presentation 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 in the Appendix to this presentation and those 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 SEC, including those disclosed under Item 8.01 of the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 17, 2025.

We caution investors not to place considerable reliance on the forward-looking statements contained in this presentation. 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 presentation 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.

View source version on businesswire.com:

Empery Digital Contacts

For Media: media@volcon.com

For Dealers: dealers@volcon.com

For Investors: investors@volcon.com

For Marketing: marketing@volcon.com

For Digital: digital@volcon.com

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