Empery Digital Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Empery Digital Inc. (NASDAQ: EMPD) on December 8, 2025, covering events occurring on December 3, 2025, and December 8, 2025. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial data disclosed relates to the company's stock repurchase program:
- Shares Repurchased: 13,705,746 shares as of December 5, 2025.
- Average Purchase Price: $6.99 per share (including fees and commissions).
- Program Capacity Remaining: Approximately $54 million available under the $150 million authorization.
- Shares Outstanding: 37,14,489 shares (after giving effect to the potential exercise of 3,913,538 pre-funded warrants).
Material Changes
Board Resignation: On December 3, 2025, Ms. Karin-Joyce Tjon resigned from the Board of Directors effective immediately. The company stated this decision did not result from any disagreement with operations, policies, or practices.
Stock Repurchase Update: The company provided an update on its $150 million stock repurchase program, noting significant progress with over $96 million utilized to date.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the board resignation. The primary focus is the execution of the capital return program and the change in board composition.
Investor Verification Checklist
- Verify the exact number of shares outstanding, as the text lists "37,14,489," which may contain a formatting error (likely intended to be 37,144,489 or similar).
- Confirm the status of the 3,913,538 pre-funded warrants and their impact on dilution.
- Review the attached press release (Exhibit 99.1) for additional details on the repurchase program timeline.
- Monitor for the appointment of a new director to replace Ms. Tjon.