8-K: Empery Digital Repurchases Shares, Uplist to Nasdaq Global Select

Empery Digital Inc. announced an update on its share repurchase program and its uplisting to the Nasdaq Global Select Market.

Summary

• Repurchased 12,875,918 shares of common stock under its $150 million share repurchase program as of November 21, 2025.
• The average purchase price per share for these repurchases was $7.10, including all fees and commissions.
• Approximately $59 million remains available for future repurchases under the program.
• The current number of shares outstanding is 38,544,317, after accounting for the potential exercise of 3,913,538 pre-funded warrants.
• Share repurchases were funded by $95 million drawn from the company's announced $150 million borrowing facilities.
• Nasdaq approved the transfer of the company's common stock from the Nasdaq Capital Market to the Nasdaq Global Select Market, with trading commencing on November 21, 2025.

Sentiment

Score: 8

Explanation: The company's active share repurchase program demonstrates a commitment to shareholder value, and the uplisting to the Nasdaq Global Select Market enhances its market visibility and corporate governance standing. Management's strategic focus on increasing Bitcoin per share in a challenging market is also a positive indicator.

Positives

• Successful execution of the share repurchase program, demonstrating a commitment to returning value to shareholders.
• Uplisting to the Nasdaq Global Select Market, which signifies adherence to higher listing standards and enhanced corporate governance.
• Management's strategic focus on increasing Bitcoin per share through accretive repurchases at prices below Net Asset Value (NAV).
• A significant portion of the share repurchase program ($59 million) remains available for future repurchases.

Risks

• Changes in business, market, financial, political, and regulatory conditions.
• The highly volatile nature of the price of Bitcoin and other cryptocurrencies.
• The company's stock price may be highly correlated to the price of the digital assets it holds.
• Increased competition in the industries in which the company operates.
• 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 purposes.

Future Outlook

Management remains committed to increasing bitcoin per share through accretive share repurchases at prices below NAV to continue to generate value for shareholders. The company aims to build a future where blockchain is the foundation of growth through transparency, efficiency, and accountability.

Management Comments

• Management remains committed to increasing bitcoin per share through accretive share repurchases at prices below NAV to continue to generate value for shareholders.
• "With Bitcoin and Treasury Companies under selling pressure, I continue to be encouraged by this unique opportunity to add BTC per share in an impactful way." Ryan Lane, Chairman and Co-CEO.

Industry Context

The announcement comes amidst 'selling pressure' on Bitcoin and Treasury Companies, suggesting a challenging market environment for digital asset and treasury-focused firms. Empery Digital views this market condition as a 'unique opportunity' for accretive share repurchases to increase Bitcoin per share.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are mentioned in the filing for direct comparison to industry standards.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly benefits from share repurchases (reducing share count, potentially increasing EPS and BTC per share) and enhanced market visibility/credibility from Nasdaq uplisting.
• Investors: Provides transparency on capital allocation and strategic direction, potentially attracting broader institutional investment due to the Nasdaq Global Select Market listing.
• Management/Employees: Reflects positively on the company's strategic execution and commitment to high standards.

Next Steps

• Continue future repurchases under the remaining $59 million of the stock repurchase program.
• Maintain the highest standards of public-company compliance and corporate governance as a Nasdaq Global Select Market listed company.
• Continue to implement the bitcoin treasury strategy focused on aggregating bitcoin and maximizing bitcoin per share.

Key Dates

Recommendation

The company's proactive share repurchase program, executed at an average price of $7.10, demonstrates a commitment to shareholder value, especially when management believes shares are trading below Net Asset Value. The uplisting to the Nasdaq Global Select Market enhances the company's credibility, visibility, and potentially liquidity, which are strong indicators for long-term growth. Despite industry-wide selling pressure on Bitcoin, management's strategic focus on increasing Bitcoin per share through accretive repurchases presents a compelling investment thesis for long-term value creation.

Keywords

Empery Digital, EMPD, Share Repurchase, Stock Buyback, Nasdaq Uplist, Bitcoin Treasury, Digital Asset Management, Corporate Governance, SEC Filing, 8-K