8-K - EMPD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): December 8, 2025 (December 3,2025)

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EmperyDigital Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-40867	84-4882689
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification Number)

3121Eagles 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):

☐<br> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐<br> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐<br> 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 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2025, Ms. Karin-Joyce Tjon, a member of the Board of Directors (the “Board”) of Empery Digital Inc. (the “Company”), notified the Company of her resignation as a member of the Board effective immediately. Ms. Tjon’s decision to resign did not result from any disagreement with the Company’s operations, policies, or practices.

Item 8.01 Other Information.

On December 8, 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 December 5, 2025, 13,705,746 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 $6.99, including all fees and commissions. Following these repurchases, approximately $54 million remains available for future repurchases under the stock repurchase program and the current number of shares outstanding is 37,14,489, 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 December 8, 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: December 8, 2025	/s/ Greg Endo
	Greg Endo<br><br>Chief Financial Officer

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Exhibit 99.1

Empery Digital Announces Update on Share RepurchaseProgram

Empery Digital Has Repurchased Over 13.7Million Shares

**AUSTIN, Texas – December 8, 2025 –**Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced an update on its previously authorized share repurchase program.

As of December 5, 2025, the Company has repurchased 13,705,746 shares of its common stock under its $150 million share repurchase program, at an average purchase price per share of $6.99, including all fees and commissions. Following these repurchases, approximately $54 million remains available for future repurchases and the current number of shares outstanding is 37,714,489, after giving effect to the potential exercise of 3,913,538 pre-funded warrants.

Share repurchases have been funded by borrowings under the announced $150 million borrowing facilities of which $100 million has been drawn. The Company views the outstanding debt that has been drawn to finance share repurchases as an instrument that allows us to observe the price of bitcoin with optionality to potentially make opportunistic sales of BTC to further enhance the arbitrage between our public market value and our net asset value. Management remains committed to increasing bitcoin per share through opportunistic share repurchases at prices below NAV to continue to generate value for shareholders. At this time, management may fund incremental share repurchases and/or repay outstanding debt with proceeds from potential opportunistic sales of BTC and/or proceeds from derivative trading.

See real-time NAV Metrics and other meaningful information on our dashboard here: https://www.emperydigital.com/treasury-dashboard

About Empery Digital Inc.

Built on Principles, Powered by Bitcoin

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 “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to potential future share repurchases with proceeds from sales of BTC or proceeds from derivative trading if our common stock is trading below NAV or whether we can increase BTC per share. 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 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 purpose, 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, 2024 and other information the Company has or may file with the U.S. Securities and Exchange Commission, including those identified under the heading “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2025, June 30, 2025 and September 30, 2025.

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