UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2026
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| Item 8.01. | Other Events. |
On February 9, 2026, Empery Digital Inc. (the “Company”) issued a press release providing an update on common stock repurchases by the Company under the Company’s stock repurchase program and an update on the BTC the Company holds.
As of February 6, 2026, the Company has repurchased 15,403,738 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.71, including all fees and commissions. Following these repurchases, the current number of shares outstanding is 36,016,497, after giving effect to the potential exercise of 870,240 pre-funded warrants.
During the week ending February 6, 2026, the Company sold 357.7 BTC for
an average price of $67,907 per BTC, generating approximately $24 million of gross proceeds. In addition to funding share repurchases,
management intends to allocate a portion of sale proceeds to partially repay outstanding debt to prudently manage risk and release collateral
given the recent increased volatility in bitcoin. The Company currently holds 3,723.7 BTC in its treasury.
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 |
| 99.1 | Press Release, dated February 9, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities 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. | ||||
| By: |
/s/ Greg Endo |
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| Name: | Greg Endo | |||
| Title: | Chief Financial Officer | |||
Date: February 9, 2026
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