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

Rhea-AI Filing Summary

Empery Digital Inc. updated its stock repurchase activity. As of October 31, 2025, the company has repurchased 10,160,795 shares of common stock under its previously announced $150 million buyback program at an average purchase price of $7.42 per share, including fees and commissions.

Following these purchases, approximately $76 million remains available for future repurchases. The company reported 41,259,440 shares outstanding after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Insights

Equity Capital Markets Analyst

Buyback progress disclosed; capacity remains for additional repurchases.

Empery Digital reports cumulative repurchases of 10,160,795 shares at an average price of $7.42 under a $150 million program. The filing states roughly $76 million remains available, indicating room for continued activity depending on market conditions and corporate priorities.

The company lists 41,259,440 shares outstanding after giving effect to the potential exercise of 3,913,538 pre-funded warrants. That figure frames share count context alongside the buyback, while the warrants’ treatment is explicitly noted as “after giving effect” in the disclosure.

Actual capital deployment and timing will depend on future decisions and market prices. Subsequent disclosures may provide updates on additional repurchases or warrant exercises.

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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 3, 2025 (October 31, 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 3, 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 31, 2025, 10,160,795 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 $7.42, including all fees and commissions. Following these repurchases, approximately $76 million remains available for future repurchases under the stock repurchase program and the current number of shares outstanding is 41,259,440, 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 3, 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 3, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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FAQ

How many shares has EMPD repurchased under its program?

As of October 31, 2025, the company repurchased 10,160,795 shares at an average price of $7.42 per share.

What is the remaining capacity on EMPD’s stock repurchase program?

Approximately $76 million remains available for future repurchases under the $150 million program.

What is Empery Digital’s current share count?

The company reports 41,259,440 shares outstanding after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

What average price did EMPD pay for repurchased shares?

The average purchase price was $7.42 per share, including all fees and commissions.

What date does the repurchase information reflect?

The figures are reported as of October 31, 2025 and were disclosed on November 3, 2025.