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

Rhea-AI Filing Summary

Empery Digital Inc. reported progress on its stock repurchase program. As of November 14, 2025, the company has repurchased 11,919,788 shares of its common stock under its previously announced $150 million stock repurchase program at an average price of $7.27 per share, including all fees and commissions. After these repurchases, approximately $63 million remains available for future buybacks, and the current number of shares outstanding is 39,500,447, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Insights

Equity capital allocation analyst

Empery Digital details sizable buybacks, lowering share count and leaving capacity for further repurchases.

Empery Digital has repurchased 11,919,788 shares of common stock at an average price of $7.27 per share under its $150 million buyback authorization. This is a substantial executed portion of the program and directly affects the equity base by reducing the number of shares in the market.

Following these transactions, about $63 million remains available for additional repurchases. The company reports 39,500,447 shares outstanding after giving effect to the potential exercise of 3,913,538 pre-funded warrants, which clarifies the fully diluted share figure referenced here.

The overall impact on ownership metrics and per-share figures will depend on how much of the remaining $63 million authorization is ultimately used and at what prices, as well as future updates the company may provide in subsequent reports.

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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 17, 2025 (November 14, 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 November 17, 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 November 14, 2025, 11,919,788 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 $7.27, including all fees and commissions. Following these repurchases, approximately $63 million remains available for future repurchases under the stock repurchase program  and the current number of shares outstanding is 39,500,447, 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 November 17, 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: November 17, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

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

Empery Digital Inc. reported an update on its stock repurchase program, disclosing the number of shares already repurchased, the average price paid, remaining authorization, and current shares outstanding.

How many Empery Digital (EMPD) shares have been repurchased so far?

As of November 14, 2025, Empery Digital has repurchased 11,919,788 shares of its common stock under its stock repurchase program.

What is the size of Empery Digital's stock repurchase program and how much remains?

Empery Digital’s stock repurchase program totals $150 million, and following the reported repurchases, approximately $63 million remains available for future buybacks.

At what average price has Empery Digital been buying back its shares?

The company reports an average repurchase price of $7.27 per share, including all fees and commissions, for the 11,919,788 shares bought so far.

How many Empery Digital shares are currently outstanding after the reported buybacks?

The current number of shares outstanding is 39,500,447, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

What exhibit did Empery Digital include with this 8-K filing?

The company included a press release dated November 17, 2025 as Exhibit 99.1, providing additional detail on the stock repurchase program update.