UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 16, 2025 (
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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).
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Item 1.01 Entry Into a Material Definitive Agreement.
Asset Purchase Agreement
On October 15, 2025, Empery Digital Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Venom EV, LLC, a Wisconsin limited liability company (the “Venom”) pursuant to which the Company agreed to transfer to Venom the right, title and interests in certain intellectual property assets (the “Company IP”) relating to the Company’s power sports business in exchange for the issuance by Venom to the Company of 10% of the shares of common stock of Venom on a fully diluted and non-dilutable basis. The Company IP transferred to Venom includes certain trademarks, patents, vehicle designs, manufacturing information, marketing assets and sales assets relating the Company’s power sports business, including the trademarks to the name “Volcon” and the rights to social media accounts associated therewith.
The issuance of shares of common stock of Venom will occur upon the conversion of Venom into a Delaware corporation. If such conversion does not occur within six months of the date of the Purchase Agreement, the Company will have the option to repurchase the Company IP for nominal consideration. The Purchase Agreement also provides the Company with the right to appoint one director to Venom’s board of directors for a period of five years following closing under the Purchase Agreement.
The Company and Venom have made customary representations and warranties and have agreed to certain customary covenants, including confidentiality and indemnification. The Purchase Agreement also contains certain customary representations, warranties and other agreements by the Company and Venom, respectively, and the closing of the transactions contemplated thereby are subject to certain customary closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated by reference into this Item 2.01.
Item 8.01 Other Information.
On October 16, 2025, the Company issued a press release announcing its execution of the Purchase Agreement and certain updates to the Company’s power sports business.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Asset Purchase Agreement, dated October 15, 2025, between the Company and Venom EV, LLC | |
| 99.1 | Press Release, dated October 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
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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. | |
| (Registrant) | |
| Date: October 16, 2025 | /s/ Greg Endo |
| Greg Endo Chief Financial Officer |
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