Empery Digital Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to__________ Commission file number: 001-40867 Empery Digital Inc.(Exact Name of Registrant as Specified in Its Charter) (512) 400-4271(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbolName of each exchange on which registeredCommon StockEMPDThe NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☒ Large Accelerated Filer☐Non-Accelerated Filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of March 25, 2026, there were 30,247,668 outstanding shares of our common stock. The aggregate market value of shares ofcommon stock held by non-affiliates as of June 30, 2025 was $3,709,736 based on the closing sale price as reported by the NASDAQStock Market. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement related to its 2025 Annual Stockholders’ Meeting to be filed subsequently are incorporatedby reference into Part III of this Form 10-K. Except as expressly incorporated by reference, the registrant’s proxy statement shall notbe deemed to be part of this report. TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity32Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.[Reserved]35Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data45Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure90Item 9A.Controls and Procedures90Item 9B.Other Information90Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections90PART IIIItem 10.Directors, Executive Officers and Corporate Governance91Item 11.Executive Compensation91Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters91Item 13.Certain Relationships and Related Transactions and