{"url_path":"/sec/empd/8-k/2026-06-30/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1829794/0001683168-26-005178-index.html","accession_number":"0001683168-26-005178","cik":"0001829794","ticker":"EMPD","issuer_name":"Empery Digital Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829794/0001683168-26-005178-index.html","primary_entity_key":"0001829794","primary_entity_name":"Empery Digital Inc."},"word_count":924,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nOn June 29, 2026, the Partnership entered\ninto a definitive agreement (the “**Property PSA**”) to purchase 100% of the equity interests of the current holder of\na fee simple title to a property in the Midwest (the “**Property**”) that, upon closing, is intended to be converted into\nan AI data center, for an aggregate purchase price of approximately $230 million (the “**Property Acquisition**”). The\nclosing of the Property Acquisition is subject to certain closing conditions, including the Partnership’s completion of its due\ndiligence and the expiration of a review period contemplated to end on July 29, 2026, which review period may be extended under the Property\nPSA. While the Company anticipates the Property Acquisition to close during the third quarter of 2026, there can be no assurance that\nit will occur. In addition to the satisfaction by both the Partnership and the Property Seller of any closing conditions, TexStack is\nthe managing member of the Partnership and, as such, has full discretion to make any decisions on behalf of the Partnership with respect\nto (i) its satisfaction relating to ongoing due diligence with respect to the Property, (ii) the Partnership’s decision whether\nor not to close the Property Acquisition, and (iii) any decision whether or not to extend the Review Period and/or the closing date and,\nif so, how often.\n\n \n\nThe Property has operated as a power-intensive\nindustrial facility for the past three years and includes an owned substation and associated infrastructure for the approximately 150\nMW of currently available capacity under an existing power agreement with a local utility. A recent load study confirmed the facility’s\npotential to almost double the available power to approximately 300 MW to support artificial intelligence workloads. Additionally, Cardinal\nhas executed a non-binding letter of intent (the “**LOI**”) with a leading provider of compute (the “**LOI Parties**”).\nThe LOI contemplates a triple net lease agreement between the Partnership and the LOI Parties that, subject to negotiation and execution\nof a definitive lease agreement, would potentially produce an aggregate of up to $1 billion in net lease payments and contemplates the\nability to double the lease payments to the extent the power upgrade is completed.\n\n \n\nThe Company may in the future continue to cooperate\nwith Cardinal to continue executing on this strategy, the goal of which is to originate, evaluate, and acquire additional powered land\nproperties with secured tenants suitable for artificial intelligence and high-performance computing data center development.\n\n \n\n \n\n \n\n 3 \n\n \n\n \n\n*Forward-Looking Statements* \n\n \n\nThis Current Report on Form 8-K includes\nforward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,”\n“expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,”\n“forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements\naddress various matters including, without limitation, statements relating to the closing of the Property PSA and the timing thereof;\nthe conversion of the Property into a data center and the potential to increase its power capacity; the Partnership or its affiliate executing\na definitive agreement with the same or similar terms to the LOI, and the expected total net lease payments that may be realized in connection\ntherewith; the strategic partnership between Empery and Hunt Properties, its ability to execute on its shared vision for AI infrastructure\nand to identify, fund and execute on future opportunities, and the realization of the expected benefits therefrom; the Company’s\nbitcoin strategy and statements relating to the Company’s ability to create long-term value for shareholders. Each forward-looking\nstatement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ\nmaterially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, changes in business,\nmarket, financial, political and regulatory conditions; risks relating to the Partnership’s ability to fund the Property Acquisition\nwith equity or a combination of equity and debt funding on desirable terms; reduced demand for data centers or decreases in information\ntechnology spending; increased competition or available supply of data center capacity; delays or disruptions in connectivity or availability\nof power; deterioration in the relationship between the Company and Hunt Properties or the potential tenant; risks relating to the Company’s\noperations and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies; the risk that the Company’s\nstock price may be highly correlated with the price of the digital assets that it holds; risks related to increased competition in the\nindustries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty\nregarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those\nrisks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for\nthe fiscal year ended December 31, 2025, and other information the Company has or may file with the U.S. Securities and Exchange Commission.\nWe caution investors not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K.\nYou are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties.\nThe forward-looking statements in this Current Report on Form 8-K speak only as of the date of this document, and we undertake no obligation\nto update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced\nabove. Investors, potential investors, and others should give careful consideration to these risks and uncertainties."}