Empery Digital Inc. (EMPD): Nasdaq/NYSE listing notice — Volcon appoints new CEO, effects 1:45 reverse stock split, cites Nasdaq non-compliance

Empery Digital Inc.

John Kim appointed CEO/president effective Feb 3, 2024; annual base salary $800K, $250K bonus, 10% fully diluted option grant.
1:45 reverse stock split effective Feb 2, 2024; shares reduced from ~52.5M to ~1.2M; CUSIP changed.
CFO Greg Endo new employment: base salary $300K (voluntarily reduced to $238.5K through Dec 2024), annual option grant of 4% fully diluted.
Former CEO Jordan Davis resigned Feb 2; entered one-month consulting agreement for $12,500.
Company notified Nasdaq of non-compliance with independence rules due to Kim's appointment; must regain compliance by next annual meeting or 180 days.

item 3.01 item 3.03 item 5.03 item 5.02 item 8.01 item 9.01

Executive movements

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Appointed

John Kim

Chief Executive Officer and President

EMPD · Empery Digital Inc.

Effective: 2024-02-03
Filed: February 5, 2024, 6:59 PM ET

On January 30, 2024, the Company entered into an employment agreement with John Kim pursuant to which Mr. Kim agreed to serve as the Company’s chief executive officer and president, effective February 3, 2024.

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Empery Digital Inc. received a nasdaq noncompliance notice notice regarding other (rules 5605(b), 5605(c)(2)).

Exchange: nasdaq
Notice: noncompliance notice
Rules: 5605(b), 5605(c)(2)

Exact text from the filing

t board member, and is no longer eligible to serves as a member of the Company’s audit committee, compensation committee or nominating and governance committee. As such, the Company’s current board of directors does not have a majority of independent board members as required by Nasdaq Listing Rule 5605(b), and the Company’s audit committee no longer has three board members as required by Nasdaq Listing Rule 5605(c)(2). Pursuant to Nasdaq listing rules, the Company will have until the earlier of its next annual shareholders meeting or one year from the occurrence of the event that caused the f

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Executive change SEC 8-K Item 5.02 confidence 0.95

John Kim was appointed as Chief Executive Officer and President at Empery Digital Inc..

Action: appointed
Role: Chief Executive Officer and President

Exact text from the filing

On January 30, 2024, the Company entered into an employment agreement with John Kim pursuant to which Mr. Kim agreed to serve as the Company’s chief executive officer and president, effective February 3, 2024.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Empery Digital Inc.: Stockholders approved and the board effected a 1-for-45 reverse stock split via an amendment to the certificate of incorporation, effective February 2, 2024 (effective 2024-02-02).

Change: charter amendment
Effective: 2024-02-02

Exact text from the filing

stockholders of the Company approved, among other items, an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-45

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6 listing & compliance notices filed in the last 30 days. Browse all listing & compliance notices →

Empery Digital Inc. filing history →

Source: SEC EDGAR

accession 0001683168-24-000670

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