Super Sonic ends Empery Digital (NASDAQ: EMPD) exclusive golf cart pact

Rhea-AI Filing Summary

Empery Digital Inc. reported that Super Sonic Company Limited has terminated their distribution agreement, ending Empery’s role as Super Sonic’s exclusive U.S. distributor for certain golf cart products. Super Sonic acted under a contract clause allowing immediate termination after Empery failed to meet the agreement’s minimum purchase requirement for two consecutive months, with the termination effective upon receipt of the notice on September 18, 2025.

The termination carries no early termination penalties for Empery. It also cancels contractual obligations that would have required Empery to issue 1% of its outstanding common shares for each 1,000 units ordered in 2025, up to 7,000 units, and to grant Super Sonic a board seat if Empery ordered up to 10,000 units before February 1, 2026.

Positive

• Termination of the Super Sonic agreement eliminates the obligation to issue up to 7,000 units’ worth of equity at 1% of outstanding shares per 1,000 units, reducing potential shareholder dilution.
• Ending the agreement removes the requirement to grant Super Sonic a board seat if orders reached 10,000 units before February 1, 2026, preserving Empery Digital’s governance flexibility.

Negative

• Super Sonic terminated Empery Digital’s exclusive U.S. distribution agreement for certain golf cart products after Empery failed to meet minimum purchase requirements for two consecutive months, ending a planned growth channel.
• The termination was triggered by performance under the minimum purchase clause, which may signal weaker-than-anticipated demand or execution in that distribution arrangement.

Insights

Equity and governance analyst

Key distribution deal ends with no penalties but also no future equity or board concessions to Super Sonic.

Empery Digital Inc. lost its exclusive U.S. distribution arrangement for certain Super Sonic golf cart products after Super Sonic terminated the contract based on missed minimum purchase requirements for two consecutive months. This points to lower-than-expected order volumes under the arrangement and removes a potential growth avenue tied to that product line.

At the same time, the termination avoids future shareholder dilution and governance changes that would have occurred if order thresholds were met. Empery no longer has to issue 1% of its outstanding common stock for each 1,000 units ordered in 2025, up to 7,000 units, and no longer faces an obligation to provide Super Sonic a board seat if orders reached 10,000 units before February 1, 2026. The net impact on the business depends on how important this product channel was relative to Empery’s overall operations.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Understanding 8-K Material Events →

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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): September 18, 2025 (September 18, 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 1.02 Termination of a Material Definitive Agreement.

On September 18, 2025, Empery Digital Inc., (the “Company”) received a notice of termination from Super Sonic Company Limited (“Super Sonic”) pursuant to which Super Sonic terminated that certain distribution agreement dated January 31, 2025 between the Company and Super Sonic (the “Super Sonic Agreement”) pursuant to which the Company served as Super Sonic’s exclusive distributor of certain of its golf cart products in the United States.

The termination, which was effective upon receipt of the notice from Super Sonic, was affected pursuant to Section 2.01 of the Super Sonic Agreement on the grounds that the Company has failed to meet the minimum purchase requirement under the Super Sonic Agreement for two consecutive months, which gives Super Sonic the right to immediately terminate the Super Sonic Agreement. The termination also eliminates any obligation of the Company to issue equity to Super Sonic pursuant to the terms of the Super Sonic Agreement. The Company is not subject to any early termination penalties related to the termination of the Super Sonic Agreement.

Prior to the termination, the Super Sonic Agreement would have required the Company to issue 1% of its outstanding shares of common stock for each 1,000 units ordered in 2025, up to 7,000 units. In addition, the Company would have been required to grant Super Sonic a board of director seat if the Company ordered up to 10,000 units before February 1, 2026.

2

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: September 18, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

3

FAQ

What did Empery Digital Inc. (EMPD) disclose in this 8-K?

Empery Digital Inc. disclosed that Super Sonic Company Limited terminated their distribution agreement, which had made Empery the exclusive U.S. distributor for certain Super Sonic golf cart products.

Why was the Empery Digital–Super Sonic distribution agreement terminated?

Super Sonic terminated the agreement under a contract clause allowing immediate termination because Empery Digital failed to meet the minimum purchase requirement for two consecutive months.

Does Empery Digital (EMPD) face any penalties from the termination?

According to the disclosure, Empery Digital is not subject to any early termination penalties related to the termination of the Super Sonic distribution agreement.

How does the termination affect Empery Digital’s equity obligations to Super Sonic?

The termination eliminates Empery’s obligation to issue 1% of its outstanding common shares for each 1,000 units ordered in 2025, up to 7,000 units, that was required under the prior agreement.

What happens to the planned board seat for Super Sonic under the Empery Digital deal?

The prior agreement would have required Empery Digital to grant Super Sonic a board seat if Empery ordered up to 10,000 units before February 1, 2026; this obligation falls away with the termination.

Was Empery Digital’s distribution role with Super Sonic exclusive?

Yes. Under the terminated agreement, Empery Digital had served as Super Sonic’s exclusive distributor for certain golf cart products in the United States.