Empery Digital Inc. 8-K

What Happened Empery Digital Inc. (EMPD) filed an 8-K on February 3, 2026 announcing that its board declared a dividend of one preferred share purchase right per common share and entered into a Rights Agreement with Computershare Trust Company, N.A. The Rights are payable to holders of record on February 13, 2026, and will expire on February 2, 2027. The company also filed a Certificate of Designations creating a Series A Preferred Stock tied to the Rights. Separately, on February 2, 2026 the board increased the company’s existing share repurchase authorization by $50 million, raising the total authorized repurchase capacity to $200 million (effective through July 24, 2027).

Key Details

• Rights: one Right per common share, declared Feb 3, 2026 and payable to shareholders of record Feb 13, 2026; Rights expire Feb 2, 2027.
• Exercise terms: each Right permits purchase of one one‑thousandth of a Series A Preferred Share at $15.00 per one‑thousandth preferred share (subject to adjustment).
• Trigger: Rights separate and become exercisable upon specified events, generally if a person or group acquires beneficial ownership of 12.5% or more of common shares (with certain exemptions and qualifications).
• Buyback: share repurchase program increased by $50M to $200M total; as of Feb 2, 2026 the company had repurchased 14,264,933 shares at an average of $6.90, leaving ~ $102M available for future repurchases.

Why It Matters The Rights Agreement is a defensive shareholder rights plan designed to deter or limit hostile takeovers by diluting a potential acquirer or enabling management to negotiate alternatives. The Series A Preferred designation and detailed trigger conditions (12.5% threshold, qualifying-offer exceptions, redemption and exchange features) define how and when the plan would affect potential transactions. The $50M buyback increase signals the company has capital allocated to repurchase shares, which can support the stock and return capital to shareholders; management retains discretion over timing and method of repurchases. Investors should note these are governance and capital-allocation actions, not changes to reported earnings.