---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-24-003631"
form_type: "8-K"
ticker: "EMPD"
cik: "0001829794"
company_name: "Empery Digital Inc."
filed_at: "2024-05-17T23:59:59+00:00"
generated_at: "2026-06-01T16:47:50.081036+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Volcon exchanges Series B warrants for 0.81 shares each, removes anti-dilution provisions

## Summary
- Amended Series B warrants to delete anti-dilution price adjustments and permit cashless exercise at 0.81x ratio.
- Exchanged 13,777,011 Series B warrants for ~11.2M shares (or pre-funded warrants) at 0.81 per warrant.
- Exchange conducted under Section 3(a)(9) exemption; shares issued without restrictive legends.
- Warrant amendments and exchange reduce potential dilution from 1:1 warrant exercise to 0.81:1.
- Agreements filed as exhibits; all material non-public information disclosed via Form 8-K.

## SEC filing metadata
- accession: 0001683168-24-003631
- form_type: 8-K
- ticker: EMPD
- cik: 0001829794
- company_name: Empery Digital Inc.
- filed_at: 2024-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1829794/000168316824003631/0001683168-24-003631-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1829794/000168316824003631/volcon_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-24-003631
- JSON: https://secwatch.observer/filing/0001683168-24-003631.json
- Plain text: https://secwatch.observer/filing/0001683168-24-003631.txt

## Key facts
- Material Agreements
  Empery Digital Inc. entered into Exchange Agreement with certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock valued at Exchange of Series B Warrants for shares of common stock (or pre-funded warrants) at a ratio of 0.81 (effective 2024-05-17).
  - Action: entry
  - Counterparty: certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock
  - Value: Exchange of Series B Warrants for shares of common stock (or pre-funded warrants) at a ratio of 0.81
  - Effective: 2024-05-17
  source text: On May 17, 2024, after giving effect to the Warrant Amendment, the Company and certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock (the “Holders”) entered into separate exchange agreements (the “Agreements”) pursuant to which the Company agreed to exchange the Series B Warrants held by the Holders for shares of Company common stock (or, at the option of the Holder, pre-funded warrants) at a ratio of 0.81 shares of Company common stock (or, at the option of the Holder, pre-funded warrants) for each whole Series B Warrant.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829794/000168316824003631/0001683168-24-003631-index.htm
- Material Agreements
  Empery Digital Inc. entered into Warrant Amendment with holders of a majority-in-interest of the Company’s Series B warrants valued at All outstanding Series B Warrants amended to delete provisions for adjustment of exercise price and (effective 2024-05-17).
  - Action: entry
  - Counterparty: holders of a majority-in-interest of the Company’s Series B warrants
  - Value: All outstanding Series B Warrants amended to delete provisions for adjustment of exercise price and
  - Effective: 2024-05-17
  source text: On May 17, 2024, Volcon, Inc. (the “Company”) entered into separate warrant amendment agreements (collectively, the “Warrant Amendment”) with the holders of a majority-in-interest of the holders of the Company’s Series B warrants issued on November 17, 2023 (the “Series B Warrants”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1829794/000168316824003631/0001683168-24-003631-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.