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

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) reported two updates. First, it furnished a press release with operational highlights and financial results for the quarter ended September 30, 2025.

Second, it updated progress on its $150 million stock repurchase program. As of November 10, 2025, the company has repurchased 11,082,834 shares at an average purchase price of $7.36 per share, including fees and commissions. Following these purchases, approximately $68.5 million remains available for future repurchases. The company also reported that shares outstanding were 40,337,401, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Insights

Equity capital markets analyst

Neutral update: buyback progress and remaining authorization disclosed.

Empery Digital disclosed continued activity under its $150 million repurchase authorization, with 11,082,834 shares bought at an average of $7.36. The filing states $68.5 million remains available, indicating capacity for additional repurchases.

The company also listed 40,337,401 shares outstanding after giving effect to the potential exercise of 3,913,538 pre-funded warrants. This is a baseline figure and not an action item; actual impact depends on warrant exercises.

The press release with quarterly results was furnished, not filed. Actual financial performance details are in that release; this update is primarily administrative and capital-allocation related.

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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): November 12, 2025 (November 10, 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 2.02. Results of Operations and Financial Condition.

On November 11, 2025, Empery Digital Inc. the (“Company”) issued a press release announcing operational highlights and the financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Information.

As of November 10, 2025, 11,082,834 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 $7.36, including all fees and commissions. Following these repurchases, approximately $68.5 million remains available for future repurchases under the stock repurchase program and the current number of shares outstanding is 40,337,401, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 11, 2025, issued by Empery Digital Inc.
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: November 12, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

What did EMPD disclose in its latest 8-K?

It furnished a press release with operational highlights and Q3 2025 results and updated progress under its $150 million stock repurchase program.

How many EMPD shares have been repurchased to date?

As of November 10, 2025, the company repurchased 11,082,834 shares at an average price of $7.36 per share.

How much remains under EMPD’s buyback authorization?

Approximately $68.5 million remains available for future repurchases under the program.

What is EMPD’s current share count?

Shares outstanding were 40,337,401, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

What is the trading symbol and exchange for EMPD?

The common stock trades on NASDAQ under the symbol EMPD.

Is the press release part of the company’s filed financials?

No. It was furnished, not filed, and is not subject to Section 18 liability unless specifically incorporated by reference.