[8-K] Volcon, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

Supernus has completed its cash/CVR acquisition of Sage Therapeutics (SAGE). The tender offer, priced at $8.50 per share in cash plus one contingent value right (CVR) worth up to an additional $3.50, expired at one minute past 11:59 p.m. ET on 30 Jul 2025 and was not extended. Equiniti Trust Company, acting as depositary, reported that 36,313,509 shares—approximately 58 % of Sage’s outstanding common stock—were validly tendered and not withdrawn, satisfying the offer’s minimum condition. All tendered shares were irrevocably accepted for payment and will be settled promptly in accordance with the Merger Agreement.

On 31 Jul 2025, immediately after the offer closing, Purchaser was merged into Sage under DGCL §251(h), making Sage a wholly owned subsidiary of Supernus. As a consequence, Sage’s common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

• Tender consideration: $8.50 cash + CVR (up to $3.50).
• Shares tendered: 36.3 M (≈58 % of total outstanding).
• Offer expiration: 30 Jul 2025; merger completion: 31 Jul 2025.

All other disclosures in the original Schedule 14D-9 remain unchanged.

Insights

M&A Specialist

TL;DR: Offer closed, merger executed, cash & CVR consideration now locked in—transaction risk removed.

The amendment confirms successful completion of the Supernus-Sage deal. With 58 % of shares tendered, the minimum acceptance threshold was met, enabling a swift §251(h) back-end merger. This extinguishes residual execution risk and establishes a definitive payout timeline for shareholders. The delisting notice eliminates future market liquidity but is routine for a squeeze-out. From an arbitrage perspective, the filing converts the position from event-driven to cash-settled plus CVR optionality; focus shifts to milestone probabilities embedded in the CVR.

Portfolio Manager

TL;DR: Outcome is largely neutral—price known, shares delist; only CVR upside remains.

The filing finalises an already-priced takeover, delivering an $8.50 cash exit and potential future CVR value. Public shareholders lose ongoing exposure and liquidity as SAGE leaves Nasdaq, a negative for those preferring standalone biopharma upside. However, closure eliminates headline risk and releases capital. The CVR’s undisclosed milestones represent the only residual equity-like participation.

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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 31, 2025 (July 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)

Volcon, Inc.

(Former name or former address, if changed since last report.)

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 7.01 Regulation FD Disclosure.

On July 31, 2025, Empery Digital, Inc. (the “Company”) issued a press release providing an update regarding the Company’s current Bitcoin holdings and the Company’ corporate name change and ticker symbol change.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and 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 8.01 Other Information.

As previously disclosed, on July 28, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. to change the name of the Company from “Volcon, Inc.” to “Empery Digital, Inc.” In connection with the Name Change, effective as of market open on July 31, 2025, the Company’s common stock, par value $0.00001 per share (the “Common Stock”) began trading under the Company’s new ticker symbol “EMPD” on The Nasdaq Capital Market. The CUSIP of the Common Stock did not change in connection with the ticker symbol change.

Since the last update on July 28^th, 2025, the Company has acquired an additional 303.04 BTC for a total purchase price of $35.6 million. The Company currently holds 3,803.23 BTC acquired for an aggregate purchase price of approximately $448 million, reflecting an average purchase price of $117,706 per BTC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 31, 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.
Date: July 31, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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