[8-K] Empery Digital Inc. Reports Material Event

Rhea-AI Filing Summary

Empery Digital Inc. updated its stock repurchase activity. As of October 24, 2025, the company has repurchased 9,429,509 shares of common stock under its previously announced $150 million program at an average purchase price of $7.46 per share, including fees and commissions.

Following these repurchases, approximately $80 million remains available for future buybacks. The company reports a current share count of 41,990,726 shares outstanding, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Insights

Equity Capital Markets Analyst

Buyback progress disclosed; authorization remains available.

Empery Digital reports repurchasing 9,429,509 shares at an average of $7.46 under a $150 million program. Approximately $80 million remains authorized, indicating capacity for additional repurchases subject to market conditions and corporate discretion.

Buybacks reduce the public float when executed and can concentrate ownership among remaining holders. The filing also notes 41,990,726 shares outstanding after giving effect to potential exercise of 3,913,538 pre-funded warrants, which frames potential share count context if those warrants are exercised.

Actual impact depends on the pace and size of any future purchases and any warrant exercises. Subsequent filings may provide updated authorization usage and share counts tied to future dates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2025 (October 24, 2025)

__________________________

Empery Digital Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

Delaware	001-40867	84-4882689
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		EMPD		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Information.

On October 27, 2025, Empery Digital Inc. (the “Company”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program.

As of October 24, 2025, 9,429,509 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $7.46, including all fees and commissions. Following these repurchases, approximately $80 million remains available for future repurchases under the stock repurchase program  and the current number of shares outstanding is 41,990,726, after giving effect to the potential exercise of 3,913,538 pre-funded warrants..

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Empery Digital Inc.
	(Registrant)
Date: October 27, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

How many shares has Empery Digital (EMPD) repurchased to date?

As of October 24, 2025, Empery Digital has repurchased 9,429,509 shares of common stock.

What is the average price paid per share for EMPD repurchases?

The average purchase price per share is $7.46, including all fees and commissions.

How much remains under Empery Digital's buyback authorization?

Approximately $80 million remains available under the $150 million stock repurchase program.

What is Empery Digital’s current share count?

The company reports 41,990,726 shares outstanding, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

When did Empery Digital announce this repurchase update?

The update was issued via press release on October 27, 2025 and furnished in an 8-K.

Where can I find the detailed repurchase announcement for EMPD?

See Exhibit 99.1 to the 8-K, which contains the press release dated October 27, 2025.