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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): July 6, 2026 (July 6,
2026)
__________________________
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) |
2512 W Pecan St, Unit 230
Pflugerville, TX 78660
(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-4(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 1.01 Entry Into a Material Definitive Agreement.
On July 6, 2026, Empery Digital Inc.
(the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an amendment
(the “Amendment”) to that certain Rights Agreement, dated as of February 3, 2025, between the Company and the Rights Agent
(the “Rights Agreement”).
The Amendment accelerates the expiration
of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business
(as such term is defined in the Rights Agreement) on February 2, 2027 to the Close of Business on July 6, 2026, and the Rights Agreement
will terminate at such time. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s
common stock pursuant to the Rights Agreement will expire. No Preferred Shares were issued and outstanding at the time of the Amendment.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as
Exhibit 4.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material
Definitive Agreement.
The information set forth above under
Item 1.01 is hereby incorporated by reference into this Item 1.02.
Item 3.03 Material Modification to Rights of
Security Holders.
The information set forth above under
Item 1.01 is hereby incorporated by reference into this Item 3.03.
In connection with the adoption of the Rights
Agreement, on February 3, 2026, the Company filed a Certificate of Designations of Series A Preferred Stock with the Delaware Secretary
of State setting forth the rights, powers and preferences of the Series A Preferred Stock issuable upon exercise of the Rights (the “Preferred
Shares”). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate
of Elimination (the “Certificate of Elimination”) with the Delaware Secretary of State eliminating the Preferred Shares and
returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing is a summary of the terms
of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate
of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth above under
Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, Empery Digital Inc.
(the “Company”) issued a press release announcing the Amendment. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Form of Certificate of Elimination of Series A Preferred Stock of Empery Digital Inc. |
| 4.1 |
|
Amendment No. 1, dated as of July 6, 2026, to Rights Agreement, dated as of February 3, 2026, between Empery Digital Inc. and Computershare Trust Company, N.A., as rights agent. |
| 99.1 |
|
Press release issued on July 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
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. |
|
| |
|
|
Date: July 6, 2026
|
/s/ Greg Endo |
|
| |
Greg Endo |
|
| |
Chief Financial Officer |
|
Exhibit 99.1
Empery Digital
Terminates Limited-Duration Shareholder Rights Plan
AUSTIN, Texas, July 6, 2026 -- (BUSINESS WIRE) -- Empery Digital Inc.
(NASDAQ: EMPD) (the “Company” or “Empery Digital”) announced today that the Company’s Board of Directors
(the “Board”) approved an amendment to the Company’s stockholder rights plan (the “rights plan”) to accelerate
the expiration date to the close of business on July 6, 2026. The rights plan was scheduled to expire on February 2, 2027.
In deciding to terminate the rights plan, the Board determined that
maintaining the rights plan is no longer necessary at this time to serve the best interests of all stockholders. In making its determination,
the Board considered the circumstances that led to the adoption of the rights plan, the Company’s recent developments and other
factors that the Board deemed important in consideration of shareholder interest and the long term success of the Company.
The Board is committed to acting in the best interests of all shareholders
and will evaluate, from time to time, whether to adopt a new stockholder rights plan in order to best position the Board to fulfill its
fiduciary duties.
Stockholders are not required to take any action as a result of the
expiration of the rights plan. In connection with the expiration of the rights plan, Empery Digital will be taking routine actions to
effectuate the termination of the rights plan. These actions are administrative in nature and will have no effect on Empery Digital’s
common stock, which continues to be listed on Nasdaq.
About Empery Digital
Empery Digital empowers progress by unlocking the transformative potential
of digital asset management through blockchain. The Company employs a bitcoin treasury strategy focused on aggregating bitcoin and maximizing
bitcoin per share while working to build a future where blockchain is the foundation of growth through transparency, efficiency, and accountability.
As a company they apply themselves relentlessly by making disciplined decisions that drive long-term value for shareholders. For them,
Bitcoin is not just another crypto format and blockchain isn’t just another tool, they’re fundamental drivers of progress.
Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking
statements generally can be identified by the use of words such as “plan,” “could,” “may,” “will,”
“believe,” “project,” and other words of similar meaning. These forward-looking statements address various matters,
which include, without limitation, the circumstances relating to the termination of the Company’s stockholder rights plan; the potential
for the Company to in the future adopt a new stockholder rights plan; any market purchases of the Company’s capital stock; and statements
relating to the Company’s ability to create long-term value for shareholders. Each forward-looking statement contained in this press
release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by
such statement. Applicable risks and uncertainties include, among others, changes in circumstances relating to the need for a stockholder
rights plan; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations
and business, including the highly volatile nature of the price of bitcoin and other cryptocurrencies; the risk that the Company’s
stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries
in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding
digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and
uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, and other information the Company has or may file with the U.S. Securities and Exchange Commission. We caution
investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to
read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks
and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no
obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those
referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Empery Digital Contacts
For Sales: sales@emperydigital.com
For Investors: investors@emperydigital.com
For Marketing: marketing@emperydigital.com
For Media: Nicholas Leasure / Jacqueline Zuhse: teamemperydigital@reevemark.com
