Executive Summary

Empery Digital’s Q3 2025 was a transition quarter focused on implementing a Bitcoin treasury strategy: revenue was $0.20M while net loss widened to $(34.6)M, driven by one-time G&A costs associated with the capital raise/strategy implementation ($19.4M) and a $(14.1)M unrealized BTC loss .
The company accelerated buybacks: 11.08M shares repurchased as of Nov 10 (avg $7.36) and 11.92M as of Nov 14 (avg $7.27), with $80M then $90M drawn on borrowing facilities to fund repurchases .
Liquidity enhanced via new debt capacity: a $100M committed delayed-draw facility at 6.5% (BTC-collateralized, extendable to Oct 2027), alongside the earlier $50M repo facility; management intends to use these to execute NAV-accretive buybacks .
Strategic pivot: divested the Volcon four-wheel brand/IP for a 10% equity stake in Venom EV; refocused on two-wheel products and inventory financing opportunities; near-term plans include Japan homologation of Brat and potential EU cargo e-bike launch in 1H26 .

What Went Well and What Went Wrong

What Went Well
- Aggressive capital return: 11.92M shares repurchased by Nov 14 under the $150M program; management emphasizes NAV-accretive buybacks below NAV to increase BTC per share .
- Low-cost leverage secured: new $100M committed facility (6.5%, no commitment fee, extendable) plus $50M repo refinancing gives ~$150M capacity to support buybacks while pledging BTC collateral .
- Clear strategic repositioning and cost actions: divested four-wheel brand/IP to Venom, focusing on two-wheel and financing spreads; management expects run-rate decreases in S&M, product development, and G&A .
- Management quote: “We have implemented the Bitcoin treasury strategy and successfully increased our NAV per share at a rate that exceeds the return of Bitcoin” – Ryan Lane, Co-CEO .
What Went Wrong
- Revenue pressure and mix: Q3 revenue fell to $0.20M (vs $1.08M in Q3’24), with minimal product sales and modest finance income, reflecting the pivot and dealer transitions .
- Elevated non-recurring expenses: G&A surged to $19.4M on one-time items (bonuses, stock comp, settlement, BTC strategy legal fees), materially compressing operating results; adjusted non-GAAP G&A was $(2.40)M after add-backs .
- BTC mark-to-market impacts: $(14.1)M unrealized loss on BTC as of 9/30/25 (avg purchase ~$117,516 vs $114,061 quarter-end), highlighting earnings sensitivity to BTC price .

Financial Results

Quarterly trend (oldest → newest):

Metric	Q1 2025	Q2 2025	Q3 2025
Revenue ($)	$736,049	$702,936	$198,301
Gross Margin ($)	$(45,334)	$(148,540)	$(93,301)
Total Operating Expenses ($)	$2,461,137	$3,723,266	$34,388,496
Loss from Operations ($)	$(2,506,471)	$(3,871,806)	$(34,481,797)
Net Loss ($)	$(2,460,430)	$(3,899,897)	$(34,555,301)

Year-over-year (Q3 2024 vs Q3 2025):

Metric	Q3 2024	Q3 2025
Revenue ($)	$1,075,864	$198,301
Gross Margin ($)	$(9,218,856)	$(93,301)
Total Operating Expenses ($)	$2,915,756	$34,388,496
Net Loss ($)	$(13,638,478)	$(34,555,301)
EPS – Basic ($)	$(191.46)	$(0.96)

Segment breakdown (Q3 2025):

Metric	Operating Segment	Corporate & Other	Total
Revenue ($)	$198,301	$0	$198,301
Total Operating Expenses ($)	$5,474,397	$28,914,099	$34,388,496
Net Loss ($)	$(5,567,698)	$(28,987,603)	$(34,555,301)

KPIs and balance sheet-linked items:

KPI	Q3 2025 / As-of Date	Value
Bitcoin held (BTC)	9/30/25	4,081 BTC
BTC restricted as loan collateral (BTC)	9/30/25	1,147 BTC
BTC carrying value – total ($)	9/30/25	$465,528,312
BTC carrying value – restricted ($)	9/30/25	$130,804,221
Avg BTC purchase price (3Q cohort)	9/30/25	$117,516
Unrealized loss on digital assets (Q3) ($)	Q3 2025	$(14,106,222)
Share repurchases – through 9/30 ($/sh, #, cash)	Q3 2025	5,168,818 sh; avg $7.53; $38.9M cash
Additional repurchases 10/1–11/10	Post Q3	5,914,016 sh; avg $7.21; $42.64M cash
Total repurchased – as of Nov 10	Post Q3	11,082,834 sh at avg $7.36; remaining auth ~$68.5M
Total repurchased – as of Nov 14	Post Q3	11,919,788 sh at avg $7.27; remaining auth ~$63M
Shares outstanding	Nov 10/Nov 14	40,337,401 (Nov 10) ; 39,500,447 (Nov 14)
Borrowings drawn for buybacks	Nov 11/Nov 14	$80M drawn (Nov 11) ; $90M drawn (Nov 14)

Context on operating expense spike and non-GAAP add-backs (Q3 2025):

G&A of $19.4M included one-time items: $2.0M settlement, $1.0M management/board bonuses, $8.07M inducement stock comp, $5.68M stock comp for July private placement warrants, and $0.25M BTC strategy legal fees; adjusted non-GAAP G&A was $(2.40)M after add-backs .
Cash from operations adjusted for one-time cash items was $(3.50)M vs reported $(7.62)M; items included settlement, bonuses, D&O premium, and legal fees .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Sales & Marketing expense	Run-rate	n/a	Expected to decrease post four-wheel divestiture and lower headcount	Lowered (qualitative)
Product Development	Run-rate	n/a	Continued decline vs prior quarters as in-house vehicle development ends	Lowered (qualitative)
General & Administrative	Run-rate	n/a	Expected to decrease (insurance savings >$400k, custodial optimization; one-time items not recurring)	Lowered (qualitative)
Operating cash	Q4 2025	n/a	Expected $1.5M inflow from Venom inventory financing	New item
Product roadmap	1H 2026	n/a	Target EU cargo e-bike launch; Japan Brat homologation sales by 1Q26	New item

Note: No numeric revenue/EBIT/EPS/tax guidance was provided in Q3 materials .

Earnings Call Themes & Trends

No Q3 2025 earnings call transcript was available in filings or transcript repositories as of this analysis; themes below reflect 10-Q and press releases.

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3 2025)	Trend
Bitcoin treasury strategy	N/A in Q1; prep steps in Q2 (ATM and capital raise groundwork)	Strategy implemented; 4,081 BTC acquired; BTC-collateralized borrowing and active derivatives income	New core focus
Share repurchases	Early $2M program in Q1; expanded activity emerging in Q2	$150M authorization; 11.1M sh by Nov 10 and 11.92M by Nov 14; $80–$90M drawn against facilities	Sharply up
Financing capacity	Q2 repo groundwork and refinancing	$100M committed (6.5%) facility; $50M repo in Sept; total committed ~$150M	Strengthened
Product portfolio	Q1/Q2 still included four-wheel focus and Stag inventory issues	Divested Volcon brand/IP; focusing on two-wheel and financing	Streamlined
Tariffs/macro	Vietnam tariff deferrals earlier; rising trade frictions	Vietnam tariff set at 20% (Aug 7), China at 30%; pressure on import costs/pricing	Persistent headwind
R&D execution	Exploring dual-sport motorcycle prototype in Q1/Q2	Continued testing; potential 2026 launch contingent on cost/tariffs	Ongoing
Nasdaq compliance	Regained compliance mid-2024; monitoring into 2025	In compliance through Nov 10, 2025	Stabilized

Management Commentary

“We have implemented the Bitcoin treasury strategy and successfully increased our NAV per share at a rate that exceeds the return of Bitcoin … we believe that BTC … will continue to be the dominant digital currency” – Ryan Lane, Co-CEO .
“We have continued to evolve our EV business by divesting our four-wheel vehicle business and focusing on the opportunity to finance inventory purchases of golf cart OEMs like Venom” – John Kim, Co-CEO .
“Although Bitcoin has been under market pressure … I view this as an opportunity to make impactful repurchases … to increase BTC per share” – Ryan Lane, Chairman & Co-CEO (Nov 17 update) .

Q&A Highlights

No earnings call transcript was found in filings or transcript sources; the company’s Q3 communications were via the 10-Q and multiple press releases (including Item 2.02 8-K and repurchase updates). No Q&A highlights available .

Estimates Context

Analyst consensus from S&P Global (EPS, revenue, EBITDA) was not available for Q3 2025; S&P Global returned no consensus values for EPS and revenue, and only actuals were present. As such, no beat/miss analysis vs Street is possible at this time [Values retrieved from S&P Global].

Metric	Q3 2025 Actual	Q3 2025 Consensus
Revenue ($)	$198,301	n/a [Values retrieved from S&P Global]
EPS (Primary) ($)	$(0.96)	n/a [Values retrieved from S&P Global]
EBITDA ($)	n/a disclosed; operating loss reflects $(34.5)M loss and $(14.1)M unrealized BTC loss	n/a [Values retrieved from S&P Global]

Key Takeaways for Investors

The investment narrative has pivoted to BTC-per-share accretion: buyback pace, borrowing capacity, and equity tools (ATM/shelf) are designed to increase NAV/BTC per share, but introduce BTC price mark-to-market into P&L and balance sheet .
Non-recurring costs drove Q3 losses; management indicates run-rate S&M, R&D, and G&A should trend down as one-time items abate and product liability/insurance costs fall post-divestiture .
Liquidity and leverage are adequate for continued buybacks (repo facility plus $100M committed 6.5% facility), but BTC collateral requirements (e.g., 250% initial, margining) create sensitivity to drawdowns and potential margin calls .
Execution on inventory financing (Venom and other OEMs) can provide non-dilutive cash flows; near-term $1.5M inflow expected in Q4 2025 from golf cart financing receivable .
Product roadmap is selective: preserving two-wheel IP (Brat; dual-sport prototype), with international expansion (Japan homologation, EU cargo e-bike) targeted for 2026, limiting near-term product revenue reliance .
For trading: frequent repurchase updates and the treasury dashboard (real-time NAV metrics) may be catalysts; BTC price moves and borrowing capacity disclosures can meaningfully impact sentiment and valuation given the BTC-linked strategy .

Citations:

Q3 2025 8-K (Item 2.02) and Press Release (Exhibit 99.1):
Q3 2025 10-Q and MD&A:
Repurchase updates and credit facilities:

S&P Global estimates disclaimer: Values retrieved from S&P Global.

Empery Digital Inc. (EMPD)·Q3 2025 Earnings Summary