{"filing":{"accession_number":"0001683168-26-005307","cik":"0001829794","ticker":"EMPD","company_name":"Empery Digital Inc.","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"empery_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1829794/000168316826005307/empery_8k.htm"},"events":[{"id":17119,"run_id":15325,"accession_number":"0001683168-26-005307","anchor_item_number":"1.01","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The Board approved an amendment to accelerate the expiration of the Company's stockholder rights plan (poison pill) from February 2, 2027 to July 6, 2026, effective immediately. The Board determined that maintaining the rights plan is no longer necessary to serve the best interests of all stockholders, eliminating the Company's anti-takeover defenses.","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15441,"accession_number":"0001683168-26-005307","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses an amendment to the Company's stockholder rights plan (poison pill) that accelerates its expiration from February 2, 2027 to July 6, 2026. The Board determined that \"maintaining the rights plan is no longer necessary at this time to serve the best interests of all stockholders.\" This is a governance matter involving a shareholder protection mechanism, but the termination is routine and administrative in nature with no preferred shares outstanding. While the amendment is technically a \"material definitive agreement\" under Item 1.01, the substance is a governance decision to eliminate a defensive measure rather than a material operational, financial, or existential event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15442,"accession_number":"0001683168-26-005307","item_number":"1.02","item_title":"Termination of a Material","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The filing discloses termination of a stockholder rights plan (poison pill) effective July 6, 2026, accelerated from its scheduled February 2, 2027 expiration. The Board determined the plan was \"no longer necessary\" and the termination involves only \"routine actions\" that are \"administrative in nature\" with \"no effect on Empery Digital's common stock.\" This is a governance matter—specifically a board decision to eliminate a defensive mechanism—but lacks the materiality of executive changes, M\u0026A activity, or financial distress; it is routine corporate governance administration.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15444,"accession_number":"0001683168-26-005307","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Board approved an amendment to accelerate the expiration of the Company's stockholder rights plan from February 2, 2027 to July 6, 2026. This is a material modification to shareholder rights under Item 3.03, as it eliminates anti-takeover protections that were in place. While the Board determined the plan was \"no longer necessary,\" the termination represents a significant governance change affecting shareholder protections and the Company's capital structure defenses.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15446,"accession_number":"0001683168-26-005307","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The filing discloses an amendment to Empery Digital's stockholder rights plan (poison pill) to accelerate its expiration from February 2, 2027 to July 6, 2026. This is a governance matter involving a bylaw/charter amendment under Item 5.03. The Board determined the rights plan was \"no longer necessary\" and the press release explicitly states the termination actions are \"administrative in nature\" with \"no effect on Empery Digital's common stock.\" While governance-related, this is a routine termination of a defensive measure rather than a material event affecting investor assessment of the company's financial condition or strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15448,"accession_number":"0001683168-26-005307","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Company's Board approved an amendment to accelerate the expiration of the stockholder rights plan from February 2, 2027 to July 6, 2026. This is a governance event involving a material change to the Company's anti-takeover defenses. While the termination is characterized as routine and administrative, the decision to eliminate the rights plan entirely—based on the Board's determination that it is \"no longer necessary\"—represents a meaningful shift in the Company's governance posture and capital structure protections that would affect a reasonable investor's assessment of takeover risk and Board judgment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15441,"accession_number":"0001683168-26-005307","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses an amendment to the Company's stockholder rights plan (poison pill) that accelerates its expiration from February 2, 2027 to July 6, 2026. The Board determined that \"maintaining the rights plan is no longer necessary at this time to serve the best interests of all stockholders.\" This is a governance matter involving a shareholder protection mechanism, but the termination is routine and administrative in nature with no preferred shares outstanding. While the amendment is technically a \"material definitive agreement\" under Item 1.01, the substance is a governance decision to eliminate a defensive measure rather than a material operational, financial, or existential event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06"},{"id":15442,"accession_number":"0001683168-26-005307","item_number":"1.02","item_title":"Termination of a Material","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The filing discloses termination of a stockholder rights plan (poison pill) effective July 6, 2026, accelerated from its scheduled February 2, 2027 expiration. The Board determined the plan was \"no longer necessary\" and the termination involves only \"routine actions\" that are \"administrative in nature\" with \"no effect on Empery Digital's common stock.\" This is a governance matter—specifically a board decision to eliminate a defensive mechanism—but lacks the materiality of executive changes, M\u0026A activity, or financial distress; it is routine corporate governance administration.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06"},{"id":15444,"accession_number":"0001683168-26-005307","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Board approved an amendment to accelerate the expiration of the Company's stockholder rights plan from February 2, 2027 to July 6, 2026. This is a material modification to shareholder rights under Item 3.03, as it eliminates anti-takeover protections that were in place. While the Board determined the plan was \"no longer necessary,\" the termination represents a significant governance change affecting shareholder protections and the Company's capital structure defenses.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06"},{"id":15446,"accession_number":"0001683168-26-005307","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The filing discloses an amendment to Empery Digital's stockholder rights plan (poison pill) to accelerate its expiration from February 2, 2027 to July 6, 2026. This is a governance matter involving a bylaw/charter amendment under Item 5.03. The Board determined the rights plan was \"no longer necessary\" and the press release explicitly states the termination actions are \"administrative in nature\" with \"no effect on Empery Digital's common stock.\" While governance-related, this is a routine termination of a defensive measure rather than a material event affecting investor assessment of the company's financial condition or strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06"},{"id":15448,"accession_number":"0001683168-26-005307","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Company's Board approved an amendment to accelerate the expiration of the stockholder rights plan from February 2, 2027 to July 6, 2026. This is a governance event involving a material change to the Company's anti-takeover defenses. While the termination is characterized as routine and administrative, the decision to eliminate the rights plan entirely—based on the Board's determination that it is \"no longer necessary\"—represents a meaningful shift in the Company's governance posture and capital structure protections that would affect a reasonable investor's assessment of takeover risk and Board judgment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:30.104915+00:00","company_name":"Empery Digital Inc.","ticker":"EMPD","filing_date":"2026-07-06"}]}