EMPD on Nasdaq

Empery Digital Inc.

Empery Digital Inc. is an American finance services company based in Round Rock, incorporated in Delaware.2 Its shares trade on Nasdaq under the symbol EMPD.2

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Last updated Oct 20, 2026.

Overview

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  • TickerEMPD on Nasdaq2
  • IndustryFinance Services2
  • HeadquartersRound Rock, United States2
  • Incorporated inDE3
  • Business address2512 W. Pecan St., Suite 230, Pflugerville, Tx 786603
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
  • Legal formCorporation2
  • LEI254900YNQ643TK62S4642
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 78636412

Venom but will continue to support these dealers for service and warranty obligations for products sold to them.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-37.2%Gross margin5
-15742.0%Operating margin5
-15390.4%Net margin5
-75.5%Revenue growth, 20255
-55.7%Return on equity5
0.19×Debt to equity5
-$18.1MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue20¢$1.3M
  • Income tax80¢$5.4M

Out of $975.0K in revenue.5 The company lost money this year.

Financial statements

Revenue6785$975.0K in 2025+117% since 2021
0$2.0M$4.0M$6.0M2021: $448.8K$448.8K20212022: $4.5M$4.5M2022+913%2023: $3.3M$3.3M2023−28%2024: $4.0M$4.0M2024+22%2025: $975.0K$975.0K2025−76%
Gross profit6785-$362.6K in 2025−96% since 2021
-$15.0M-$10.0M-$5.0M02021: -$10.1M-$10.1M20212022: -$8.9M-$8.9M2022−12%2023: -$8.1M-$8.1M2023−8%2024: -$14.0M-$14.0M2024+72%2025: -$362.6K-$362.6K2025−97%
Operating income6785-$153.5M in 2025+292% since 2021
-$200.0M-$150.0M-$100.0M-$50.0M02021: -$39.2M-$39.2M20212022: -$32.1M-$32.1M2022−18%2023: -$29.8M-$29.8M2023−7%2024: -$25.7M-$25.7M2024−14%2025: -$153.5M-$153.5M2025+498%
Net income6785-$150.1M in 2025+274% since 2021
-$200.0M-$150.0M-$100.0M-$50.0M02021: -$40.1M-$40.1M20212022: -$34.2M-$34.2M2022−15%2023: -$45.1M-$45.1M2023+32%2024: -$45.5M-$45.5M2024+1%2025: -$150.1M-$150.1M2025+230%

Every line of the income statement as filed: the last 2 fiscal years (annual) or 1 quarters (quarterly), latest first.5

Period ending2025-12-312024-12-31
Revenue:$975.0K$4.0M
Cost of goods sold$1.3M$18.0M
Gross margin-$362.6K-$14.0M
Sales and marketing$1.5M$2.2M
Product development$398.6K$1.9M
General and administrative expenses$28.6M$7.6M
Unrealized loss on digital assets$122.7M$0
Total operating expenses$153.1M$11.7M
Loss from operations-$153.5M-$25.7M
Other income, net$1.6M$34.0K
Loss on repayment of credit facility-$125.4K$0
Loss on conversion and extinguishment of Convertible Notes$0-$1.6M
Loss on repayment of May 2024 Notes$0-$1.5M
Gain (loss) on change in fair value of financial liabilities$46.7K-$14.8M
Interest income$292.6K$0
Interest expense-$2.3M-$643.7K
Total other expense-$474.4K-$18.5M
Loss before provision for income taxes-$154.0M-$44.2M
Provision for income taxes$0$0
Loss from continuing operations before income tax-$154.0M-$44.2M
Income tax benefit$5.4M$0
Loss from continuing operations-$148.6M-$44.2M
Loss from discontinued operations-$1.5M-$1.4M
Net loss-$150.1M-$45.5M
Loss from continuing operations per common share - basic-$8-$1.1K
Loss from continuing operations per common share - diluted-$8-$1.1K
Loss from discontinued operations per common share - basic-$0-$35
Loss from discontinued operations per common share - diluted-$0-$35
Net loss per common share basic-$8.12-$1,175.22
Net loss per common share diluted-$8.12-$1,175.22
Weighted average common stock outstanding basic18.5M shares38.7K shares
Weighted average common stock outstanding diluted18.5M shares38.7K shares

Compare Empery Digital Inc. with another company

Corporate structure

Empery Digital Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Empery Digital Inc.

  • ATG Capital Opportunities Fund LP Filed SCHEDULE 13D/A on Empery Digital Inc., latest Sep 8, 2026 (9 filings since Jan 26, 2026)
  • Empery Asset Management, LP Filed SCHEDULE 13D/A on Empery Digital Inc., latest Sep 3, 2026 (10 filings since Jan 13, 2023)
  • Streeterville Capital LLC Filed SCHEDULE 13G/A on Empery Digital Inc., latest Aug 28, 2026 (2 filings since Nov 17, 2025)
  • Anson Funds Management LP Filed SCHEDULE 13G/A on Empery Digital Inc., latest May 15, 2026 (2 filings since Nov 14, 2025)
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Empery Digital Inc., latest May 15, 2026
  • Winklevoss Capital Fund, LLC Filed SCHEDULE 13G on Empery Digital Inc., latest May 15, 2026
  • DRW Holdings, LLC Filed SCHEDULE 13G on Empery Digital Inc., latest May 14, 2026
  • Weiss Asset Management LP Filed SCHEDULE 13G on Empery Digital Inc., latest May 11, 2026
  • Tice Brown Filed SCHEDULE 13D/A on Empery Digital Inc., latest Apr 27, 2026 (6 filings since Jan 23, 2026)
  • SABBY MANAGEMENT, LLC Filed SCHEDULE 13G/A on Empery Digital Inc., latest Jan 7, 2026 (2 filings since Jan 3, 2025)
  • Altium Capital Management LLC Filed SC 13G/A on Empery Digital Inc., latest Nov 14, 2024 (3 filings since Nov 24, 2023)
  • Iroquois Capital Management, LLC Filed SC 13G/A on Empery Digital Inc., latest Nov 14, 2024 (2 filings since Jul 16, 2024)
  • Empery Digital Inc. Round Rock, Texas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Empery Digital Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$330.1K5 Dec 31, 2025$752.7K5 Dec 31, 2024−56.1%
Accumulated depreciation$95.5K5 Dec 31, 2025$546.6K5 Dec 31, 2024−82.5%
Property and equipment, net$234.7K5 Dec 31, 2025$206.1K5 Dec 31, 2024+13.8%
Operating-lease assets (leased space)$778.2K5 Dec 31, 2025$739.2K5 Dec 31, 2024+5.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$9.0M5 Dec 31, 2025$2.2M5 Dec 31, 2024+308.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$36.9K5 Dec 31, 2025$15.7K5 Dec 31, 2024+135.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$330.6K5 Dec 31, 2025$1.5M5 Dec 31, 2024−77.3%
Raw materials$08 Dec 31, 2024$6.8M8 Dec 31, 2023−100.0%
Finished goods$1.5M8 Dec 31, 2024$2.2M8 Dec 31, 2023−33.9%

Properties, in its own words

Our corporate headquarters is located in Round Rock, Texas, where we currently lease approximately 17,600 square feet of space across two facilities. We also lease approximately 3,000 square feet of office space in New York, New York for four of our employees including our Co-Chief Executive Officer and Chairman of the Board of Directors (Ryan Lane), Chief Operating Officer and Vice President - Legal.

We currently plan to leave the facilities in Round Rock, Texas, when the leases expire in August 2026, if not sooner if the landlord can identify a replacement tenant. We believe that suitable replacement and additional space, if necessary, will be available in the future on commercially reasonable terms.

Item 2 of the 10-K filed Mar 27, 2026.4

Leadership

Who has led Empery Digital Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Greg Endo2021–now

Chief operating officer

  1. Timothy J. Silver2025–now
2025
Board members and other officers (13)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorJohn Kim named Aug 30, 2022 to Aug 1, 202528
  • Executive Officer, DirectorRyan Lane named Aug 1, 202528
  • DirectorAdrian Solgaard named Aug 1, 202528
  • DirectorJordan Davis named Aug 30, 202229

Former names

  • Empery Digital, Inc.Jul 31, 2025 to Aug 4, 20253
  • Volcon, Inc.Oct 23, 2020 to Jul 30, 20253

Timeline

  1. Oct 15, 20268-K Regulation FD disclosure30
  2. Jul 23, 20268-K Regulation FD disclosure; Other events31
  3. Jul 10, 20268-K Other events32
  4. Jul 6, 20268-K Entered a material agreement; Ended a material agreement; Change to shareholders' rights33
  5. Jul 1, 20268-K Regulation FD disclosure; Other events34
  6. Jun 30, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure35
  7. Jun 3, 20268-K Entered a material agreement36
  8. Mar 23, 20268-K Entered a material agreement; Change to shareholders' rights; Regulation FD disclosure37
  9. Feb 20, 2026New chief executive Greg Endo becomes CEO12
  10. Feb 11, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure38
  11. Feb 9, 20268-K Other events39
  12. Feb 3, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed40
  13. Feb 2, 20268-K Other events41
  14. Jun 2, 2025New chief executive Kyoung John Kim becomes CEO13
  15. Feb 21, 2020Founded Empery Digital Inc. is founded2

Calendar

Coming up

  1. Nov 10, 2026Reports results for the quarter ending Sep/202642

When it reported results

  1. Nov 12, 2025Reported quarterly or annual results43
  2. Aug 12, 2025Reported quarterly or annual results44
  3. Mar 17, 2025Reported quarterly or annual results45
  4. Aug 6, 2024Reported quarterly or annual results46
  5. May 7, 2024Reported quarterly or annual results47
  6. Mar 28, 2024Reported quarterly or annual results48
  7. Oct 31, 2023Reported quarterly or annual results49
  8. Sep 6, 2023Reported quarterly or annual results50

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

433 filings to the SEC since October 2021: 10 annual reports, 17 quarterly reports, 133 major events, 102 insider forms, 43 large holders, 2 private raises, 126 other. The latest 20:

  1. Oct 15, 20268-K CURRENT REPORT EDGAR
  2. Oct 13, 2026DFAN14A EDGAR
  3. Oct 9, 2026DEFA14A EDGAR
  4. Oct 8, 2026DEFA14A EDGAR
  5. Oct 8, 2026DFAN14A EDGAR
  6. Oct 7, 2026DEFA14A EDGAR
  7. Oct 6, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  8. Oct 5, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  9. Oct 2, 2026DEFA14A ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS EDGAR
  10. Sep 29, 2026DEFA14A FOIRM DEFA14A EDGAR
  11. Sep 28, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  12. Sep 28, 2026DFAN14A EDGAR
  13. Sep 25, 2026DFAN14A EDGAR
  14. Sep 23, 2026DEFA14A EDGAR
  15. Sep 23, 2026DEFR14A EDGAR
  16. Sep 22, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  17. Sep 21, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  18. Sep 21, 2026DEFA14A FORM DEFA 14A EDGAR
  19. Sep 18, 2026DEFA14A ADDITONAL MATERIALS EDGAR
  20. Sep 17, 2026DEFA14A ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS EDGAR

The 433 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

54 open-market trades by officers, directors and large owners since October 2021: 50 buys and 4 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026Empery Asset Management, LP10% ownerBuy500,000$3.59$1.8MForm 4
Aug 13, 2026Empery Asset Management, LP10% ownerBuy750,000$2.98$2.2MForm 4
Aug 12, 2026Empery Asset Management, LP10% ownerBuy650,000$2.82$1.8MForm 4
Feb 3, 2026Gliksberg Gabriel10% ownerBuy559,183$4.68$2.6MForm 4
Feb 3, 2026ATG Capital Opportunities Fund LP10% ownerBuy559,183$4.68$2.6MForm 4
Feb 2, 2026Gliksberg Gabriel10% ownerBuy131,962$4.67$616.3KForm 4
Feb 2, 2026ATG Capital Opportunities Fund LP10% ownerBuy131,962$4.67$616.3KForm 4
Jan 30, 2026ATG Capital Management GP LLC10% ownerBuy114,447$4.82$551.6KForm 4
Jan 30, 2026ATG Capital Opportunities Fund LP10% ownerBuy114,447$4.82$551.6KForm 4
Jan 29, 2026ATG Capital Management GP LLC10% ownerBuy190,971$4.91$937.7KForm 4
Jan 29, 2026ATG Capital Opportunities Fund LP10% ownerBuy190,971$4.91$937.7KForm 4
Jan 28, 2026ATG Capital Management GP LLC10% ownerBuy123,208$5.09$627.1KForm 4
Jan 28, 2026ATG Capital Opportunities Fund LP10% ownerBuy123,208$5.09$627.1KForm 4
Aug 30, 2024SABBY MANAGEMENT, LLC10% ownerBuy10,000$1.42$14.2KForm 4
Aug 29, 2024SABBY MANAGEMENT, LLC10% ownerBuy3,064$1.45$4.4KForm 4
Aug 28, 2024SABBY MANAGEMENT, LLC10% ownerBuy21,998$1.50$33.0KForm 4
Aug 26, 2024SABBY MANAGEMENT, LLC10% ownerBuy3,194$1.55$5.0KForm 4
Aug 23, 2024SABBY MANAGEMENT, LLC10% ownerBuy3,500$1.55$5.4KForm 4
Aug 22, 2024SABBY MANAGEMENT, LLC10% ownerBuy3,598$1.49$5.4KForm 4
Aug 22, 2024SABBY MANAGEMENT, LLC10% ownerSale32,794$2.05$67.2KForm 4

All 54 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024John Kim,$733.3K$983.3K65
2024Greg Endo59$261.6K$411.6K65
2024Eduardo Salcedo-LopezCTO$145.2K$162.0K65
2024Jordan Davis$30.2K$45.4K65
2023Former CEO$291.2K$457.9K65
2023CFO$257.3K$382.3K65

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 17, 2025Raised $501.4 million in a private offering of equity Form D: 122 investors so far Form D
  2. Aug 24, 2022Raised $27.2 million in a private offering of securities Form D: 3 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 37. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Empery Asset Management, LP2,930,345$10.4M12.1%No change
Highbridge Capital Management LLC2,750,000$9.8M0.5%−117,636
DRW Securities, LLC1,886,847$6.7M0.4%−23,108
Weiss Asset Management LP1,870,393$6.7M0.1%−46,535
Vanguard Capital Management LLC1,056,119$3.8M0.0%+649,847
Heights Capital Management, Inc989,000$3.5M0.8%−11,000
BlackRock, Inc.768,762$2.7M0.0%+67,324
Hudson Bay Capital Management LP755,000$2.7M0.0%No change
Steadfast Capital Management LP751,724$2.7M0.1%−63,576
Millennium Management LLC553,034$2.0M0.0%−288,608
LMR Partners LLP500,000$1.8M0.0%No change
Geode Capital Management, LLC389,342$1.4M0.0%−65,811
UBS Group AG261,824$932.1K0.0%−265,927
Bitwise Funds Trust194,083$690.9K0.2%New
State Street Corp190,171$677.0K0.0%No change
Saba Capital Management, L.P.185,616$660.8K0.0%−24,730
Vanguard Fiduciary Trust Co152,868$544.2K0.0%−34,773
Clear Street Group Inc.150,000$534.0K0.0%−24,578
Alpine Global Management, LLC125,000$445.0K0.1%−75,000
Torno Capital, LLC116,000$413.0K0.0%−404,000
T3 Companies, LLC70,601$251.3K0.3%+6,086
Vontobel Holding Ltd.68,400$243.5K0.0%+1,307
Northern Trust Corp64,329$229.0K0.0%−10,743
Susquehanna International Group, Llp58,982$210.0K0.0%−58,468
K2 Principal Fund, L.P.50,327$179.2K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Empery Digital Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREmpery Digital Inc.1
  • CIK0001829794
  • Employer ID (EIN)84-48826894
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address2512 W. Pecan St., Suite 230, Pflugerville, TX 786601
  • Phone512-400-42711
  • Shares outstanding28,110,111 as of Aug 6, 202610
  • Public float$3.7M as of Jun 30, 20254
  • AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceOct 23, 20201
  • Filings441 in all: 8-K (132), 4 (70), 3 (22), DEFA14A (21), SCHEDULE 13D/A (16), 10-Q (15), 424B5 (10), CORRESP (10)1
    All 54 form types

    DFAN14A (9), EFFECT (9), SCHEDULE 13G (9), UPLOAD (8), DEF 14A (7), PRE 14A (7), 4/A (6), 10-K (5), 10-K/A (5), 424B4 (5), S-1 (5), SC 13G/A (5), 3/A (4), SCHEDULE 13G/A (4), POS AM (3), POSASR (3), PREC14A (3), S-3ASR (3), SC 13G (3), SCHEDULE 13D (3), 10-Q/A (2), 8-A12B (2), D (2), DEFC14A (2), DEFR14A (2), DFRN14A (2), DRS (2), FWP (2), PRER14A (2), PRRN14A (2), S-1/A (2), S-8 (2), SC 13D (2), 424B3 (1), 424B7 (1), 8-A12B/A (1), 8-K/A (1), ARS (1), C (1), C-AR (1), CERT (1), DRS/A (1), DRSLTR (1), S-3 (1), S-3/A (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) May 6, 2025
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Common StockEMPDNASDAQ

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Empery Digital Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 56 risks under these headings, as written.4

  • Risks Related to Our Business in General
  • 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.
  • Our expenses are fixed and we have a limited ability to adjust expenses.
  • 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 of our common stock.
  • Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to continue repurchasing our common stock under the repurchase programs or to pay amounts due under our indebtedness and our cash needs may increase in the future.
  • Risks Related to Our Bitcoin Strategy and Holdings
  • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our holding of digital assets. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.
  • The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy.
  • The Company’s repurchases of its common stock may not be successful in increasing NAV per share.
  • 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 other 46 risks
  • The Company has in the past and may in the future use the net proceeds from any sales under its ATM program to purchase or otherwise acquire Bitcoin, the price of which has been, and will likely continue to be, highly volatile. The Company’s operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements.
  • 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.
  • 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.
  • Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • The Company faces 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.
  • The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.
  • The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
  • 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.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect the Company’s securities.
  • The availability of spot exchange-traded products for Bitcoin and other digital assets may adversely affect the market price of our common stock and our ability to execute our Bitcoin strategy.
  • Our Bitcoin strategy exposes us to risk of non-performance by counterparties.
  • Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.
  • We may have exposure to greater than anticipated tax liabilities.
  • Unrealized fair value gains on our Bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
  • The Company’s Bitcoin strategy subjects the Company to enhanced regulatory oversight and could have accounting, regulatory and other impacts.
  • 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.
  • If Bitcoin or any of the digital assets that we may purchase are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.
  • The classification of Bitcoin that we hold, or any digital asset we may purchase in the future, as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations.
  • 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.
  • Intellectual property disputes related to the open-source structure of digital asset networks exposes us to risks related to software development, security vulnerabilities and potential disruptions to digital asset technology could threaten our ability to operate.
  • Risks Related to Our E-Bike and Inventory Financing Business Strategy
  • 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 utilizing a single vendor to assist us with the manufacturing, development and design of our E-Bike and the inability of this vendor to complete our respective design requirements may delay our ability to release these vehicles for production, which could have a material adverse effect on our financial condition and operating results.
  • Our third-party manufacturer operates outside of the U.S., subjecting us to risks of international operations.
  • We are dependent on our third-party manufacturer, who is dependent on their suppliers, some of which could be single-source suppliers. The inability of these suppliers to deliver necessary components for our vehicles according to our schedule and at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage this third-party manufacturer and their suppliers has in the past and could in the future have a material adverse effect on our financial condition and operating results.
  • We are subject to risks associated with our reliance on foreign manufacturing, suppliers and imports for our products.
  • Our third-party manufacturer may be unable to meet our growing sales and delivery plans, which could harm our business and prospects.
  • Increases in costs, disruption of supply, or shortage of materials could harm our business.
  • We have and could continue to experience delays and other complications in the design, manufacture, launch and production ramp of our vehicles and our future planned vehicles, which could harm our brand, business, prospects, financial condition and operating results.
  • We are currently taking orders for the Brat E-Bike and if the Brat fails to perform as expected, our reputation could be harmed and our ability to develop, market and sell our E-Bikes could be harmed.
  • Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our business, results of operations or financial condition.
  • An adverse determination in any significant product liability claim against us could materially adversely affect our business, results of operations or financial condition.
  • We sell the Brat and accessories through a network of third-party dealers and international distributors in addition to our website, and there is no assurance that we will be able to successfully build out this network.
  • We may be unable to improve our existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance.
  • We may not succeed in establishing, maintaining and strengthening our brand, which could materially and adversely affect customer acceptance of our products, which could in turn materially affect our business, results of operations or financial condition.
  • We have a limited history of financing inventory purchases and parties to inventory financing agreements may default on amounts owed to us which could materially adversely affect our business, results of operations or financial condition.
  • Increased tariffs or a global trade war could increase the costs of products for the customers we finance inventory purchases, and could increase the costs of our products, which could adversely impact the competitiveness of theirs or our products and our financial results.
  • We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
  • We could be negatively impacted by cybersecurity attacks and are subject to evolving privacy laws in the U.S. and other jurisdictions that could adversely impact our business and require that we incur substantial costs.
  • Risks Related to our Common Stock
  • 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.
  • We have in the past failed to maintain compliance with all applicable continued listing requirements of the Nasdaq Global Select Market, and if we fail to maintain compliance with all applicable continued listing requirements of the Nasdaq Global Select 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.
  • We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, and operating results.
  • We do not intend to pay dividends in the foreseeable future.
  • As an “emerging growth company” under the Jumpstart Our Business Startups Act, or JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

Legal proceedings

From time to time in the ordinary course of our business, we may be involved in legal proceedings, the outcomes of which may not be determinable. The results of litigation are inherently unpredictable. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in diversion of significant resources. We are not able to estimate an aggregate amount or range of reasonably possible losses for those legal matters for which losses are not probable and estimable. We have insurance policies covering potential losses where such coverage is cost-effective.

The opening of Item 3, Legal Proceedings.4

Sources

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