Business Context and Reporting Period
Company: Empery Digital Inc. (EMPD)
Filing Type: Form 8-K (Current Report)
Date of Report: September 18, 2025
Event: Termination of a Material Definitive Agreement (Item 1.02)
Key Financial Metrics
This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The report focuses exclusively on the termination of a distribution agreement.
Material Changes
- Agreement Termination: On September 18, 2025, Super Sonic Company Limited ("Super Sonic") terminated the exclusive distribution agreement dated January 31, 2025, effective immediately upon receipt of notice.
- Reason for Termination: The Company failed to meet the minimum purchase requirement for two consecutive months, triggering Super Sonic's right to terminate under Section 2.01 of the agreement.
- Impact on Operations: The Company is no longer the exclusive distributor of Super Sonic's golf cart products in the United States.
- Impact on Capital Structure: The termination eliminates the Company's obligation to issue equity to Super Sonic. Previously, the agreement required the issuance of 1% of outstanding common stock for every 1,000 units ordered in 2025 (up to 7,000 units).
- Impact on Governance: The potential requirement to grant Super Sonic a board of director seat (contingent on ordering up to 10,000 units before February 1, 2026) is now void.
- Penalties: The Company is not subject to any early termination penalties.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the immediate loss of the distribution channel. The primary contingency addressed is the cessation of the equity issuance obligation and the loss of the exclusive distribution rights.
Investor Verification Checklist
- Verify the current status of the Company's golf cart product inventory and sales pipeline following the loss of the exclusive distribution agreement.
- Confirm whether the Company has secured alternative distribution channels to replace Super Sonic.
- Review the Company's cash flow and liquidity position to understand the impact of failing to meet the minimum purchase requirements.
- Check for any subsequent filings regarding new distribution agreements or strategic pivots.