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SEC 8-K filings with transcript text

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2025
Q3

Q3 2025 Earnings

8-K

Nov 12, 2025

0001683168-25-008167

EX-99.1

2 empery_ex9901.htm

PRESS RELEASE

Exhibit 99.1

Empery Digital Reports Operational Highlights and Third Quarter 2025 Financial Results

Empery Digital Has Repurchased 11.1 Million Shares

AUSTIN, TX,    November 11, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (“Empery Digital”, the “Company” or “we”), an E-bike and Bitcoin Treasury company, today reported its operational highlights and financial results for the quarter ended September 30, 2025, including an update on its previously authorized share repurchase program.

Company Highlights:

● Implemented Bitcoin (“BTC”) treasury strategy following approximately $500 million equity capital raise;

Repurchased 11.1 million shares of common stock under its $150 million share repurchase program at share prices below net asset value (“NAV”) and Bitcoin per share accretive; and

● Reduced costs by divesting the Volcon brand, IP and costs related to the four wheeled products and now focused on two-wheel products.

As previously announced, the Company implemented a BTC treasury strategy following a private placement that raised gross proceeds in excess of $500 million. The goal of the BTC treasury strategy is to optimize the Company’s capital structure to increase BTC per share to drive shareholder value. Under this strategy, we plan to opportunistically issue equity or equity-linked securities when market conditions allow us to raise capital at a premium to NAV1, and repurchase our shares at share prices below NAV, in each case seeking to increase NAV per share at a rate that exceeds the growth rate of BTC.

The Company put the key tools in place to implement the BTC treasury strategy, including increasing its ATM program to allow the Company to sell up to $1.1 billion of common stock, filing a universal shelf registration statement to facilitate the issuance of other equity or equity-linked securities, increasing its share repurchase program to $150 million and executing borrowing agreements providing access to $150 million of committed capital.

Since the implementation of the BTC treasury strategy, the Company has repurchased 11,082,934 shares of its common stock under its $150 million share repurchase program, at an average purchase price per share of $7.36, including all fees and commissions. Following these repurchases, approximately $68.5 million remains available for future repurchases and the current number of shares outstanding is 40,337,401, after giving effect to the potential exercise of pre-funded warrants to purchase an aggregate of 3,913,538 shares of common stock with an exercise price of $0.00001 per share. Share repurchases have been funded by borrowings under the $150 million borrowing facilities, of which $80 million has been drawn to date. Management remains committed to increasing BTC per share through accretive share repurchases at prices below NAV to continue to generate value for shareholders.

We also intend to continue to generate income through buying and selling derivatives tied to the price of BTC, including the use of short-term put and call contracts. To date, the Company realized net income of $955,087 from trading put and call contracts that have been closed out.

Ryan Lane, Co-CEO, notes, “We have implemented the Bitcoin treasury strategy and successfully increased our NAV per share at a rate that exceeds the return of Bitcoin . Although the price of BTC and our stock price has been volatile, we believe that BTC is well positioned to become mainstream and will continue to be the dominant digital currency and outperform markets as further discussed in our investor presentation (https://ir.emperydigital.com/company-information/presentations).” Mr. Lane continued, “the operating business has been transformed, and management is continuing to focus on reducing costs across the Company so that cash generated from operations derivative strategies and financing activities can cover operating expenses and generate excess cash to purchase more BTC.”

1 NAV means the quotient of (1) the value of BTC holdings plus cash, minus debt, divided by (ii) the number of shares of common stock outstanding plus all shares of common stock issuable upon exercise of all pre-funded warrants outstanding.

1

As previously announced, on October 15, 2025, the Company entered into an Asset Purchase Agreement with Venom EV, LLC, (“Venom”) pursuant to which the Company agreed to transfer to Venom the right, title and interests in certain intellectual property assets relating to the Company’s powersports business in exchange for the issuance by Venom to the Company 10% of the shares of common stock of Venom on a fully diluted and non-dilutable basis.

The Company also plans to leverage its existing relationships to expand its opportunity to finance inventory purchased by OEMs selling golf carts to generate positive cash flow by leveraging the spread between the Company’s cost of capital and interest income from vehicle financing. Co-CEO John Kim notes,

2025
Q2

Q2 2025 Earnings

8-K

Aug 12, 2025

0001683168-25-005919

EX-99.1

2 empery_ex9901.htm

PRESS RELEASE

Exhibit 99.1

Empery Digital Reports Operational Highlights and Second Quarter 2025 Financial Results

AUSTIN, TX, August 12th, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (“Empery Digital'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended

June 30, 2025.

Company Highlights:

Initiated Bitcoin (“BTC”) treasury strategy and completed private placements raising over $481 million in net proceeds

Purchased over $473 million of Bitcoin

Increased ATM program by $1 billion and share repurchase program to $100 million

Launched EmperyDigital.com, providing real time portfolio metrics, and social media accounts to expand distribution of Company communications

Continuing to evaluate impact of tariffs on products

Effective as of July 17, 2025, the Company adopted a BTC treasury strategy with the goal of becoming a leading, low cost, capital efficient, globally trusted aggregator of BTC. On July 21, 2025, we completed private placements with certain institutional and accredited investors for the sale of 44,414,189 shares of common stock and pre-funded warrants to purchase an aggregate of 5,728,662 shares common stock with an exercise price of $0.00001. The Company received net cash proceeds of approximately $481 million.

At the time of this release, we have acquired 4,026.71 BTC for an aggregate purchase price of approximately $473 million, reflecting an average purchase price of $117,546 per BTC.

The Company amended its At-The-Market Issuance

Sales Agreement which increased the maximum capacity of the program by $1 billion, in addition to the $90 million available under its existing ATM program. The Company filed a shelf registration statement to register the shares underlying such agreement on July 30, 2025. In addition, the board of directors of the Company approved a $100 million common stock repurchase program.

On August 6, 2025, the Company launched EmperyDigital.com, which includes real-time portfolio metrics updating the market on BTC holdings and key valuation metrics. The Company has also launched various social media accounts where the Company can provide updates to the BTC treasury strategy and where Ryan Lane, the Company’s Co-CEO can explain the various ways Empery Digital thinks about efficiently adding BTC per share and opine on various topics and happenings within the blockchain ecosystem where he believes he has expertise.

Website Homepage: https://www.emperydigital.com/

Treasury Dashboard: https://www.emperydigital.com/treasury-dashboard

X (f/k/a Twitter) Account: https://x.com/EMPD_BTC

Treasury Instagram Account: https://www.instagram.com/empd_btc

YouTube Account: https://www.youtube.com/@emperydigital

Mobility Instagram Account: https://www.instagram.com/Volcon.ev/

1

These channels may be updated from time to time on our investor relations website. The information we post through these channels may be deemed material. The Company intends to use these channels as a means of complying with its disclosure obligations under Regulation FD and to provide broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market data for the Company’s BTC holdings and key valuation metrics. Accordingly, investors are encouraged to monitor them in addition to our investor relations website, press releases, SEC filings, and public conference calls and webcasts. This list may be updated from time to time.

On April 2, 2025, the U.S. imposed reciprocal tariffs on imports from various countries including China and Vietnam starting with a 10% baseline tariff. We continue to monitor the ongoing tariff situation, and we will modify our mobility business accordingly.

John Kim, the Company’s Co-CEO, stated “tariffs imposed by the current administration continue to impact the Company’s cost for vehicles and parts manufactured in China and Vietnam. With the expected Vietnam tariff rate of 20%, the Company can continue sourcing from Vietnam, though it would likely result in a modest reduction in margins and a corresponding increase in retail pricing. The Company remains actively evaluating strategic alternatives, including U.S. assembly or shifting production as well as potentially adjusting selling prices to offset elevated import costs.”

Financial highlights:

Statement of Operations 3 Months Ended

June 30, 2025 March 31, 2025 December 31, 2024

Revenue $702,936 $736,049 $986,916

Cost of goods sold (851,476) (781,383) (3,138,559)

Gross Margin (148,540) (45,334) (2,151,643)

Sales & Marketing 622,772 510,957 774,026

Product Development 221,159 388,523 519,483

General & Administrative 2,879,335 1,561,657 1,660,627

Total Operating Expenses 3,723,266 2,461,137 2,954,136

Loss from Operations (3,871,806) (2,506,471) (5,105,779)

Other Income (Expense) (28,091) 46,041 (111,590)

2024
Q4

Q4 2024 Earnings

8-K

Mar 17, 2025

0001683168-25-001632

EX-99.1

2 volcon_ex9901.htm

PRESS RELEASE, DATED MARCH 17, 2025, ISSUED BY VOLCON, INC.

Exhibit 99.1

Volcon ePowersports Reports Operational Highlights and Fourth Quarter 2024 Financial Results

AUSTIN, TX (March 17, 2025) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended December 31, 2024

Company Highlights:

·

Signed exclusive golf cart distribution agreement with Super Sonic Company Ltd.

·

Signed golf cart supply agreement with Venom-EV

·

Launched the HF1 UTV in the fourth quarter of 2024

·

Received the first prototypes of the FT1 dual sport motorcycle

·

Raised $19.5 million in February 2025 from our At the Market and Equity Offerings

·

Announced share repurchase program in March 2025 for up to $2 million

As previously announced, in January 2025 we signed an agreement to be the exclusive distributor of Super Sonic Company Ltd.’s (“Super Sonic”) golf carts in the U.S. Super Sonic is also our supplier for the MN1 Adventurer and MN1 Tradesman and manufactures their golf carts in Vietnam which currently has a 2.5% tariff compared to China’s tariffs of 150% or more.

1

Also as previously announced, in February 2025 we signed a golf cart supply agreement with Venom-EV LLC (“Venom”) to supply Venom golf carts. Venom has placed an initial purchase order for $2.4 million.

In the fourth quarter of 2024 we received the first HF1 UTV shipment which has a single row bench seat and a dump bed. We completed testing and began selling the HF1 in December 2024.

We received the first prototypes of our next generation motorcycle, the FT1, in February 2025 and we are currently performing testing and will undergo regulatory compliance testing in the second quarter of 2025. We expect this model to be available in the third quarter of 2025.

In November 2024 we initiated an At the Market (“ATM”) equity offering. Through February 4, 2025, we raised net proceeds totaling $9.1 million from the ATM. On February 6, 2025, we raised net proceeds of $10.7 million from a registered offering of 6,000,000 units. Each of these units was sold at $2 per unit and each unit included one share of common stock (or pre-funded warrant) and a warrant to purchase one share of the Company’s common stock at $2.00 per share.

In March 2025 the board of directors authorized a share repurchase program whereby the Company can repurchase up to $2 million of its common stock at the Company’s discretion. The share repurchase program expires in March 2026.

John Kim, CEO, notes “the Company has substantially changed over the last 12 months. We have significantly improved our balance sheet; we have no debt and have cash that we expect will allow us to operate into 2026. We have revamped our product line and will continue to look for new products to complement our existing products. The supplier and exclusive distribution agreements with Super Sonic will allow us to avoid the high tariffs that other golf cart OEMs are facing with products coming from China. The supply agreement and initial purchase from Venom is the first of what we hope are many more to come. It has been a lot of work to move the Company forward and I want to recognize the dedication of our employees who have embraced these changes to put us in a position to be successful”

2

Financial highlights:

3 Months Ended Years Ended December 31,

GAAP

December 31, 2024 September 30, 2024 June 30,

2024 2024 2023

Revenue $986,916 $1,075,864 $940,863 $4,037,191 $3,260,988

Cost of goods sold (3,138,559) (10,294,720) (3,113,429) (18,168,288) (11,391,040)

Gross Margin (2,151,643) (9,218,856) (2,172,566 (14,131,097) (8,130,052)

Sales & Marketing 774,026 470,692 543,671 2,548,953 7,405,705

Product Development 519,483 528,352 805,550 2,668,330 7,868,985

General & Administrative 1,660,627 1,916,712 2,007,514 7,665,647 6,388,007

Total Operating Expenses 2,954,136 2,915,756 3,356,735 12,882,930 21,662,697

Loss from Operations (5,105,779) (12,134,612) (5,529,301) (27,014,027) (29,792,749)

Other Income (Expense) (111,590) (1,503,866) 4,922,883 (18,496,282) (15,278,462)

Net loss $(5,217,369) $(13,638,478) $(606,418) $(45,510,309) $(45,071,211)

The financial results presented herein are subject to change pending completion of the audit of the annual financial statements.

·

Revenue: The Company’s revenue for the fourth quarter of 2024 was $0.9 million compared to the third quarter which was $1.1 million, and the second quarter which was $0.9 million. Revenue for the fourth quarter includes Brat revenue of $0.4 million, Grunt EVO revenue of $0.3 million and $0.2 million for the adjustment of expired dealer rebates. Third quarter revenue includes Brat revenue of $0.3 million, Grunt EVO revenue of $0.3 million, Stag revenue of $0.1 million and $0.1 million for the adjustment of expired dealer rebates. Revenue for the second quarter incl

About Empery Digital Inc. (EMPD) Earnings

This page provides Empery Digital Inc. (EMPD) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.

Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on EMPD's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.

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